Mutant High: Revolutionary
by ARogueGambit7
Summary: Wolverine had thought he was an animal until he found people he wanted to protect. Rogue thought no one could touch her till she met a smooth talking Southern boy with red eyes called Gambit. Runaways, vagabonds, and outcasts: all welcome at Mutant High.
1. Chapter 1

SETTING: After X-Men:United, a TV show was produced with the X-Men , set in a general after the first movie timeline, to explore "everyday life as a mutant — well, as every day as you can get being mutants." Joss Whedon and Matthew Vaughn were some of the contributors to writing and directing.

NOTE: So think of it as a TV show. It isn't written as a script, but there will be parts where I say what music is playing, where commercial breaks are, and who the writer/director is, or guest stars. So enjoy!

ALSO! I like interacting with fans, so first Fan Challenge: if you are the FIRST to pinpoint which main character was on a show developed from a movie, you get to pick/create a character to be introduced!

**Season One, Episode One: Sanctuary**

North Salem, Upstate New York

It was a bright, sunny day in Westchester County, and Logan was in a foul mood as he waited at the bus stop for the new arrival.

He tilted his head to the side, biting down on his cigar as he watched the children coming out of the bus. Parents hurried them aside to waiting cars, glaring at him. He belatedly pulled out his "Welcome Jubilation Lee" sign.

"Hi!"

Logan looked down. The Chinese-American girl stepping towards him was pretty with her red streaked hair pulled into two side ponytails and her jubilant smile. Her only luggage was the backpack slung over her shoulder.

"That it?" he asked, gesturing.

She nodded. "I didn't expect for you to be here," she blurted out. "Someone...like you, I mean."

The man also known as Wolverine raised an eyebrow, and she looked away. "Yeah, I didn't either," Logan grumbled. "Let's get in the car."

They drove in silence for a few minutes before the girl asked, "So are you a teacher?"

Logan's mouth twitched. "Something like that."

"What subject?"

Logan paused. "Gym."

"Sounds...fun," she said dubiously.

Logan grinned for the first time. "It is the way we do it at this school."

The Xavier Institute for Gifted Youngsters, Salem, New York

"I said for you to follow your team leader!" hollered a tall blonde of athletic build. "Give him some backup."

"Carol, I think you'll find that for some some of our younger X-Men, backup is a . . . fluid concept," said an amused voice over the Danger Room intercom.

"Thanks Hank, I can see that now," Carol Danvers, the tall blonde supervising the activities of the Danger Room said wryly.

Hank McCoy, also know as Beast, grinned up in his pearch in the control room overlooking the session. The tranining session consisted of a variation on capture the flag, with the flag on top of a simulated rocky mountain. From his perch in the Danger Room control center, Hank was monitoring an avalanche.

"I could use a little help here, guys," yelled a handsome brunette attempting to use a sheet of ice to scale the incline.

"It is not as if we do not try, Bobby," responded a muscular form covered entirely in metal as if it were a second skin.

"Can you try a little harder Colossus, because I'm not really feeling the love right now," Bobby 'Iceman' Drake said through gritted teeth.

Below him, Piotr 'Colossus' Rasputin turned his back to a falling boulder, letting it smash harmlessly into his natural armor.

"Kitty, help Rogue!" Bobby ordered, icing a quick path to the side, away from falling debris.

The short brunette behind him known as Kitty 'Shadowcat' Pryde nodded, and phased through a series of falling rocks. She then leaned down, holding her hand out to the girl with the white stripped hair.

"Give me your hand!"

Rogue shrank back instictively, and held back out of shame. Her powers were the most useless in this exercise.

"No, I'm fine, I...I can do it myself," she stuttered in her thick Southern drawl.

"Rogue!" Carol barked, scaling the side of the mountain the younger mutants were on with ease, smashing aside any flying rocks which came into her path as if they were pillows. "Teamwork means accepting help, not standing on pride!"

Kitty, who had been watching the exchange instead of paying attention, barely had time to scream as a boulder slammed her in the back.

"Kitty!" Bobby yelled.

Carol leapt at Rogue, knocking the girl onto her back, out of the path of another rock. Her hands landed on Rogue's face.

Both women gasped as the deadly pull of Rogue's mutation kicked in, thick veins appearing on Carol's face as her abilities and life force drained into Rogue.

"Let go!" Rogue managed, reaching up to push away the older woman's hands. But Carol Danver's instincts were to hold an enemy down, and her extraordinary strength was keeping Rogue from unseating her. Carol's veins turned a deadly black, her skin becoming brittle and white.

"Rogue let go!" Kitty screamed, as around them the simulation shuddered to an end.

"I . . . I can't . . ." Rogue gasped.

A monolith of blue fur burst through the Danger Room side doors to rip Carol off of Rogue, a feat that was only managable through the mutant doctor's own immense strength.

"Carol?" Hank breathed, laying the woman gently down on the floor. "Bobby, Piotr, go and fetch a doctor, now," he barked.

"I . . . I'm sorry," Rogue whispered.

"Kitty, see Rogue to the medbay," Hank ordered, eyes never leaving his fallen friend.

"I'm...I'm sorry," Rogue choked out again, before setting off at a run.

Rue Bourbon, New Orleans, Louisiana

The red eyed mutant's chest rose and fell heavily as the other man's eyes stared back at him, wide in death. A bo staff fell from his heavy fingers, his long hair wild in the wind.

"Remy? Remy look at me. Remy, snap outta it. Remy!"

The blonde woman beside him smacked his face, and he instinctively gripped her arm behind her back in a hold, releasing her as soon as he realized what he was doing.

"Damn Belle," he growled. "Don' do that!"

"Remy you have to run," the woman pleaded. "Once they find out you killed an Assassin and broke the truce, the only way to make it right will be to kill you! You have to run!"

Remy shook his head. "I . . . I can'. . ."

"You have to run! Go, now!"

In the distance, sirens blared.

"Now!"

Remy jerked up and nodded. Eyes still wild, grabbing his staff from the ground, he turned and fled into the night.

Xavier Institute, North Salem, New York

"I'm afraid there's been no change," Professor Charles Xavier said in his calm, even voice. "Carol Danvers remains as she was when Rogue first touched her."

"And how are we supposed to explain this to S.H.I.E.L.D.?" questioned Scott Summers, also known as Cyclops, as he paced the Professor's study. "She's a government agent, I don't think they'll take kindly to her being in a coma. When we explain she was a victim of-"

"What do you mean, 'victim'?" growled Logan. "Kid didn't mean to do it."

"Of course not, Logan," tempered Ororo 'Storm' Munroe. "What Scott is saying is-"

"I know what he's saying," Logan interrupted crossly.

"Then you'll know how much of a problem it is," Scott started again.

"Hey, I think I know more than you how-"

"Boys," Jean Grey said in her even, husky voice. "This isn't helping anyone. At the moment-"

Logan whipped his head around to sniff at the damp, rainy air coming in through the open window. "Someone's out there," he growled.

"Yes," the Professor said calmly. "He's managed to evade a number of our security measures. I believe he will be at the front door now."

The other X-Men exchanged worried glances, before following the charging Wolverine to the front hall.

By the time they were at the door, the desperate knocks were clearly audible. With a snarl, Logan wrenched it open.

The young mutant leaned heavily against the side of the door frame, his brown leather trenchcoat flapping in the wind, a bo staff topped with a crystal in his right hand. Behind him a number of the mansion's no longer hidden traps glowed with red-purple energy, seemingly exploded.

The teenager looked up at the collected X-Men, long, damp hair stained with rivulets of blood falling in his face.

"Is this," he gasped out, "the mutant sanctuary?"

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring: Rebecca Romijin

Written and Directed by Joss Whedon

* * *

><p><span>Xavier Institute, Professor's Study<span>

"So how did you hear about the school, Remy?"

Remy glanced up from under his dark brows. "The word, she gets around. Even down by the Mississippi."

"Mr. LeBeau," the Professor said, and Remy shifted uncomfortably in the chair in the Medbay. He had refused to let Dr. McCoy examine his wounds, saying they would heal, and had been sparing about exactly what his powers were. "Our school is always open to those mutants who need safe haven. However, we also need to make sure we protect those of our students already here."

"Gambit," he said, leaning back in the chair, and putting forth an air of bravado. Logan could practically smell a cockiness he assumed was probably second nature to Remy wrapping itself back around the Southern mutant. "Generally go by Gambit."

"Of course," the Professor conceeded, smiling. After a moment, his smile dimmed. Gambit, on the other hand, grinned widely.

"Tryna get up here, oui?" he pointed to his long hair. "Don' know quite why, but no one's ever had much success peakin' round my head."

"Indeed." The Professor inclined his head. "I apologize. Your entry was rather . . . desperate, and I feel it would help you best if you shared why you are so eager to claim sanctuary here."

"Don' plan on stayin' for long, or causin' more trouble than I can help, sir," Gambit said, flashing a devil-may-care grin that darkened his handsome face.

"In that case I believe we can find a place for you. While I wish you would let Dr. McCoy examine you, neither will I force this upon you."

Gambit leaned his head to the side with another mischevious grin. "Much obliged."

Second Floor Hallway, Xavier Institute

"Professor."

Charles Xavier sighed as Scott and Logan followed him out of the room. "Yes?"

"Professor that boy has trouble written all over him, and we still don't know about his powers or how he got past security," Scott complained.

"I have to say I actually have to agree with Four-Eyes here," Logan admitted. "That kid is runnin' from somethin', and he's as shifty as they come. We can't trust him."

The Professor sighed again.

Professor's Study, Xavier Institute

"Un ange."

Ororo raised a brow at the newcomer. "What is that?"

"Your hair," Gambit indicated with his eyes. "With your face? That can only mean chere is an angel, not a mutant."

"My, aren't you the charmer," Storm said evenly, sitting down across from them. "Now if only you could convince the boys as easily."

Gambit raised a brow. "They don't like this one?"

"As you could clearly see," Ororo stated. "Now if you return their wallets to me, I will have no need to call them back in here."

Gambit raised his brow. "You callin' this one a thief?"

"Takes one to know one," Ororo said dispassionately. "And I have been there."

Gambit flourished his hands in a bow to her, revealing both wallets with a magician's pass. "I have been outdone, me."

"Thanks you," Ororo said, smiling crookedly.

"So where did you learn the art?" he asked, for a moment breaking his older-than-his-years facade and actually looking like a teenaged boy in his curiosity.

"Egypt, and that's all I'll say for now," Ororo answered. "But Remy...if you're running from the law the Professor can help you. But only if you tell us."

Remy swallowed, and Ororo could see the fear that had propelled him to their door. "It's not the law."

**COMMERCIAL BREAK**

* * *

><p><span>Third Floor Hallway, Xavier Institute<span>

Walking to his second class of the day, Bobby hurried up behind Kitty to tap on her shoulder.

"Oh hi!" She said brightly as she turned towards him. "What's up?"

"I just wanted to see if you were all right, we've all been pretty shaken up by everything that's going on, and you took a pretty big hit in the D room the other day," he explained.

"Oh, I . . . I'm fine," Kitty said, her face lighting up and, she was sure, coloring pink too. She pushed a bit of hair out of her face. "Are, are you okay, after everything that's been going on with . . . with Rogue?"

"Oh, yeah." Bobby looked down. "Yeah, we've been . . . it's been hard on her, and she likes a lot of time alone. But um, yeah, I'll-"

"Hey!"

They both turned as Rogue walked up to them.

"Hi Rogue," Kitty said. "Are you holding up okay?"

"Yeah, yeah, sure," Rogue said, biting her full bottom lip.

"Well, we don't want to be late, so . . ." Bobby indicated and they moved forward.

Walking into their class, their burly Canadian 'gym' teacher strode in hauling a new arrival by his neck.

"Say hi to the new kid Gumbo here," Logan growled. "I want you three to . . . help him adjust," he said significantly.

The 'kid' Logan refered to was fairly tall; at least, taller than Rogue and Bobby. He had the lean, muscular build that boys his age usually tried in vain to get through hours of working out. He wore a brown leather trenchcoat and his left hand held a card he was smoothly flipping between his fingers. His other arm was hiding behind his back. His face was, Rogue had to admit, undeniably handsome: high cheekbones, rough sideburns and a full, sensuous mouth that spread into a devious grin designed to make women weak. His hair was long and scruffy in an effortlessly attractive way, falling almost to his shoulders, and thick, arched brows gave his face a dark cast without obscuring his eyes.

His eyes. They were dark and shifty, glittering at her like gems, and Rogue frowned. She could have sworn she saw a flash of red in there, before his smile spread wider, and he cocked his head to the side, staring at her. The rich, dark smile lit up his face, and Rogue shivered.

"So Logan," she said, turning firmly away from the disconcerting new boy, "are we gonna be seein' ya around today?"

"Yeah kid," he said, giving a genuine smile. "I'll be teaching this week."

"Could everyone enter please?" said Scott from inside the room.

"Go on in," Logan said to Kitty, Bobby, and Rogue. "You too." He shoved Gambit along. "And hey: no funny business."

Gambit just gave his cat-that-swallowed-the-canary smile and inclined his head, before heading in. Logan cast a look over at Scott who nodded in solidarity. On the case of Remy LeBeau at least, they agreed.

"Class, we have a new member," Scott said. "Gambit, if you could stand up?"

Gambit obeyed, and there was a perceptible rustling among the female population at the handsome new addition. He knew it too, as could be gauged from the self-satisfied smirk on his face, winking at one of the students, who blushed and grinned.

"Gambit is from New Orleans, and is staying with us for a while, so I'd like you all to help him learn the rules around here," Scott said stonily. Gambit bowed, before sitting and draping himself over a chair and desk.

"So today we're continuing our study of heat and energy," Scott began. "It's one of the things that probably will also apply to . . ."

Rogue felt a prickling on the back of her neck, and turned. Gambit's eyes were fixed on her, and again he gave her that smile.

"What?" Rogue whispered. "Ain't your momma ever told you not to stare?"

Gambit's smile widened. "I apologize, chere. Are those the sweet magnolia tones of Mississippi I hear?"

Rogue couldn't help herself. She smiled back, just a bit. "And you sound like a bayou boy yourself."

"That I am," he said suavely. "Us Southerners gotta stick together up North, don' we chere?"

"Rogue," Bobby whispered, trying to get her to pay attention.

"Rogue?" Gambit raised his eyebrow. "That's one hell of a name, but I'm sure it fits the woman."

"Are you truly flirtin' with me right in front of my boyfriend?" Rogue questioned.

Gambit's eyes flickered to Bobby for a moment, but his smile resolutely remained. "Can you forgive a poor boy who jus' can' help himself, chere? You' like a warm breath o' home way up here."

"Now that, sir," Rogue said firmly, "is a line if I ever heard one."

"Y' wound me, chere," he said, pressing his hand over his heart. "Is that your mutant power, bein' so beautiful and so cold that a fella jus' about makes a fool of himself if he even comes near you?"

Rogue stiffened, the remark was so close to the painful truth. "Why don't you keep your eyes on the teacher and your lines for your notes from now on, Swamp Rat," she snarled, turning her back to and refusing to look at him.

Gambit began to respond when Scott raised his voice, "And I hope you are all paying attention to this part," he said significantly, looking plainly at Gambit, "because it will become important when you go to Dr. McCoy for your lab, and unless you follow it, you're likely to seriously hurt yourself . . ."

Rogue swallowed hard, her hands tightening. Gambit simply watched her, confused.

* * *

><p>"Hey," he said when class was dismissed, following her out into the hall. "Chere, I'm sorry if I offended, I didn't mean to-"<p>

"Just leave me alone, would you?" she said, trying to keep her voice steady.

"I jus' don' know why you got so mad," Gambit tried again. "If there's anything I can do to make it up to you . . ."

"Just leavin' me alone would do nicely," Rogue snarled, turning away and hurrying off down the hall.

"Rogue," Gambit called after her, his voice lowering when she moved too far ahead for him to shout without drawing everyone's attention. He stared after her in perplexity, watching the striped haired girl hurry away.

**COMMERCIAL BREAK**

* * *

><p><span>Teacher's Lounge, Xavier Institute<span>

"The kid has got to go."

"Scott," Jean admonished. "It's not like you to just give up on a new student."

"He's not gonna stick around to be a student," Scott argued. "He's just using us for a place to stay while he hides from whatever's chasing him. Probably the law."

"That's not true," Storm said, crossing her arms.

"Come on, Storm," Scott scoffed. "Everyone's seen the same thing; in every class he's rude, he's arrogant . . . he's constantly flirting with the girls, constantly getting the guys riled up, constantly mocking the teachers . . . It's like he thinks he's playing us."

"He wasn't that bad in my class," Storm demurred. "He's just putting on a show to cover up the fact that underneath it all he's a scared kid who's running and terrified."

"He doesn't act like a scared kid," Logan put in. "He acts like a man who's done something wrong and knows he's gonna get what's coming to him."

"I can't believe you, either of you," Storm said disgustedly. "You would think neither of you had ever dealt with a willful, stubborn boy who wants to cover up his problems to protect his pride. Which is ironic, since if you checked your mirrors this morning you could have each seen one right there."

With that Storm stalked out of the lounge.

"Storm," Scott called after her.

"Scott." Jean put a hand on his shoulder. "It's-" Jean broke off with a gasp and grabbed her head as everything in the lounge shook.

"Jean?" A panicked Scott stood quickly to take her by the arms.

"It's okay, it's okay." She waved dismissively as the rocking subsided. "I'm fine."

"I know I've examined you before," Hank put in, "but if you would consider having a day of rest, I would-"

"No, no, I'm fine," Jean interrupted.

"Jean." Scott lowered his voice. "We found you suspended over Alkalai Lake, malnourished, after two weeks of thinking you were dead. That doesn't just leave a person fine. If not Hank then the Professor-"

"No!"

Scott pulled back slightly at Jean's vehemence. "No," she said again, voice shaking. "I need to go and grade some papers. I'll be see you after lunch."

"Jean-" Scott tried to pull her back, but with a telekinetic push she made him let go and hurried off.

Logan folded his arms, frowning.

Room 237, Xavier Institute

"Welcome," said the Professor with a warm smile as the students settled into the circle of chairs. This class was more alert than the others, filled with students who looked interested and awake. The Professor watched Rogue enter, near Bobby, keeping her distance from him. He noted the looks cast between Bobby and Kitty. He watched Gambit settle himself, leaning back with his boots dug into the ground. He registered the new addition, Jubilation Lee, as she seated herself nervously at the edge of the classroom.

"For those of you who are new to the school, I hope you've enjoyed your first day of classes. This class is rather different: much as we are. It is a class to examine questions pertaining to us as people, and as mutants."

He looked around the class, sharp eyes taking in everyone's expression. "Today, the question I pose it that of self-preservation. As members of the human species, throughout history we have faced questions of how far it is ethical to go in the protection of ourselves. As mutants, this becomes an even greater concern. Faced with prejudice and with threats of violence, how may we react to those who would harm us, knowing that we may posess far more power to do harm than others?"

One girl raised her hand. "Yes, Becky," the Professor acknowledged.

"Well, doesn't the law say we have a right to self-defense?" she asked.

"Yes, indeed it does," the Professor answered. "But the laws were made before the revelation of the existance of mutants. And as such, many would say such laws do not apply to mutant powers."

"That's unfair though," Kitty spoke up. "Since any power, whether a mutant power, or a gun, can be used for harm. It doesn't change the self-defense argument."

"Actually it does," said a boy on the far right of the class. "You're only allowed to use force deemed necessary to defend yourself. So, if someone slaps you, and you pull out a gun and shoot them, then you can't say it was self-defense."

"And you can imagine how the anti-mutant crowd would say any use of mutant powers to defend ourselves is more than necessary force," Kitty said with some bitterness, to a chorus of agreement.

"Now," the Professor said firmly, "that may be so indeed. But I ask you to focus on your own ethical opinions, rather than the judgement of others."

"I think," said Bobby, and the class turned to listen to him, "that we have a right to defend ourselves and others, and a duty to make sure we know the uses of our powers. If someone has a gun, they should be trained how to use it, so they don't hurt someone accidentally. If you don't acknowledge your power, it can still be turned to harm if it commands you."

The class was filled with a chorus of muttered agreement.

"I- I think," Rogue began, then stopped, drawing a deep breath as the class focus switched to her, "that . . . that it depends on the power. Sometimes a weapon is too dangerous to ever be used. Think about nuclear warfare. That's somethin' that just hurts everyone. No good to usin' it at all, to my way of thinkin'. Sometimes we're too dangerous even to defend ourselves."

The class errupted into a storm of disagreement, with the other children protesting Rogue's answer from a dozen different sides.

"That thought just makes us into weapons, like we're not people-"

"Comparing us to a holocaust waiting to happen is just-"

"It's not for you to decide for everyone-"

"Well I think those jus' plain disagreein' with her are bein' naive," drawled the new addition in a thick, Cajun accent. All eyes turned to Gambit. "Even if you don't agree with Rogue, until you've really seen how much damage can be done wi' you' powers, you don't know what it feels like to be seen as a weapon, as somethin' your own family is terrified of- and has a right to be."

"It's patronizing to suggest we don't know what it's like to be looked at with fear," said the girl who had first spoken. "We've all felt that at one time or another."

"But what about bein' terrified of you'self?" Gambit said, his Louisiana voice a deep, serious rumble. "What about knowin' you have blood on your hands, blood that don' come off, blood that got there because you were a mutant and the other guy wasn't, and you can't say the fight was fair, or that you deserve to live, so you're gonna have that hauntin' you wherever you go? You felt that?"

The girl scowled, but didn't respond.

The Professor looked around at his silent class. "Well, I think we've all raised some interesting points. Now for the two cents of an old man who hopes you will grow up with far more wisdom than he had at the time. When I . . ."

Gambit didn't hear the rest of the Professor's story, didn't laugh with the rest of the class. His eyes rested on Rogue. She swallowed, her cheeks coloring, then gave him a small nod before turning away.

The skin on the back of his neck prickled. Gambit turned towards the sensation, an awareness bred into him for a long time now. The new girl, the one with the red streaks in her hair, was looking at him too.

**COMMERCIAL BREAK**

* * *

><p><span>Second Floor Hallway, Xavier Institute<span>

Gambit waited until the class had passed en masse to look back and follow the swish of red-streaked hair down the side hallway. As he had sensed, the ponytailed girl was sneaking off into the parts of the school which, as new students, he could tell were forbidden to them.

He followed her, moving with the silence he had been trained to. The girl moved with purpose, clearly knowing where she planned to go. Gambit followed her just far enough behind that he wasn't detected.

She made her way to the lower levels of the school. When she came to a locked door, she opened her backpack. As she reached inside, Gambit peaked out from behind the door that shielded him. The girl looked up and he had just enough time to pull back before she spotted him.

He made his breathing as quiet as possible. The girl resumed her rummaging in her backpack, and he heard a hiss. Somehow she had opened the door.

Stalking, staying low, he managed to slide effortlessly to the edge of the doorway and inside before it closed. Kneeling behind a counter, he peered over, watching the young girl insert a CD into the large computer in front of her as she typed.

His keen eyes observed a flurry of names and pictures on the screen before he was distracted by a flash of blue. Before his eyes the young girl melted away, revealing a blue skinned, red haired mutant who wore a self-satisfied smile.

Rising, he clapped his hands slowly. The mutant whirled. "Classic," Gambit congratulated. "And quite a wonderful job, in this one's professional opinion. Don' know how you got past all the telepaths here, but you did quite a fine job."

Mystique sneered. "And your opinion should mean something to me?" Her voice was almost robotic, carrying dozens of layers.

"Well I am a thief, like you," Gambit said amiably.

Mystique smiled, a nasty grin, standing up. "I think you're out of your league, boy."

Gambit spread his stance, his hand going under his jacket, pulling out his bo staff. "And I think you ain't leavin' with what you jus' stole."

Mystique palmed the CD as it slid out of the computer. Her yellow eyes narrowed.

Danger Room, Xavier Institute

"No, no, no!" Logan was yelling at his trainees. "I said lean right, lean right, you-"

His sensitive nose twitched, a familiar, hated scent reaching his nostrils. Turning around, he slammed down on the emergency button on the side of the exit door. Quickly, he turned off the simulation.

"What is it?" Bobby asked, looking over. "Logan?"

Logan didn't answer, walking out the door.

_Professor,_ he thought hard, hoping the old man could read him. _It's Mystique. She's in the school._

Upper Level, North Wing, Xavier Institute

Gambit swung his bo staff around at Mystique's knees, and she leapt, moving effortlessly into a kick. Slaming his staff down he backflipped, landing in a crouch, a manic grin on his face.

"I'm not playing, boy," growled Mystique, aiming a punch at his devious face.

"All work and no play makes fo' one grouchy blue femme," Gambit answered, snapping his staff around in a complex twirl to hit back at her. "An' I don't need to stop you, jus' slow you down. I can tell in your eyes you don' want that, oui?"

Mystique hissed in fury, backing up towards a window that looked out over the grounds. "Well then, try and follow this."

Flipping with reptilian grace, she smashed through the window. Grinning, Gambit leapt after her, flipping in the air and using the momentum to rocket off the ground a second after he landed, breaking his fall. He tumbled easily into a crouch, before grinning over his shoulder at Mystique.

The red-streaked girl stared back at him, cut up and crying. "Oh God," she wailed. "Help me!"

"None o' that," Gambit snarled, whipping around to point his gleaming bo staff at her.

"What the hell are you doing?" he heard behind him. He glanced behind to see Bobby running towards him, furious.

"Don' believe your eyes," Gambit yelled after him. "She's not who she says she is."

"He attacked me," cried 'Jubilation'. "He just . . . just came at me . . ."

Gambit whipped his bo staff at her, cracking her across the face. "Show yourself for who you really are, mam'selle," he demanded. "Or I'm gon' have to rip that false face right off, see?"

"Stop it!"

Gambit felt ice work its way up his staff, freezing over the crystal. He turned to face the angry boy with the ice blue eyes. "You back off now, 'fore you get yourself hurt, oui?" Gambit warned.

"No way am I letting you hurt that girl," Bobby asserted, sending a sheet of ice soaring at Gambit's feet. Gambit flipped up and brought his staff down. Gleaming red-purple energy shattered the ice on his staff and the ground, throwing Bobby backwards.

Other students had gathered by now, some he could see were charging up their own powers, ready to attack him. He had to move fast.

Reaching into his side pocket, he pulled out an ace of spades. "Last chance," he said to 'Jubiliation.' She merely cringed, playing for the crowd.

With a swift motion he charged the card, sending it flying into the girl. It hit, thrusting her backwards, slamming her back onto the grass. Gasping, Mystique reverted instinctively to her true form, before flipping herself back to her feet.

The crowd pulled back, and she visibly realized her mistake. Yellow eyes scanning the crowd, she saw the familiar shape of a charging Wolverine.

Hissing, she took off at a run for the trees, pushing aside the surrounding mutant children.

Gambit considered going after her, but caught sight of Bobby trying to rise. Walking over he offered his hand. "Sorry bout that mon ami," he apologized. "Had no time to explain."

Bobby looked up into his eyes and pulled back. Gambit knew that look: the look of one who has seen a devil. _Le Diable Blanc._ From it he could tell that he'd lost control, and his eyes were now glowing a demonic red and black.

"Oh my God, Bobby!"

Gambit's eyes widened even more as Rogue ran to her boyfriend. "What the hell!"

Gambit closed his eyes tightly, looking away.

"It's okay Rogue," Bobby said through gritted teeth. "It . . . it was Mystique. I thought . . . I thought she was a student."

Rogue tried to meet Gambit's eyes now, but the boy was backing away. The surrounding students were doing the same, pulling back at the sight of his eyes, at his now known ability for violence. "I'm . . . I'm sorry," he muttered, before whirling and sprinting off.

Rogue stared after him.

**COMMERCIAL BREAK**

* * *

><p><span>War Room, Xavier Institute<span>

"She ran off," Logan growled. "She musta ducked into some water or somethin', to mask her scent."

"If you could smell her now, why couldn't you when you first picked her up, when she was pretending to be Jubilation?" Scott demanded.

"She found some way to mask her scent until she turned. I don't know, Four-Eyes, why couldn't your magical sight catch her?" Logan snarled back.

"Logan, Scott," the Professor cut in, "this is a foolish argument. Even I could not sense her in the mansion. Clearly she's found a way to mask herself from senses telepathic and otherwise, for this mission at least."

"Do we know what that mission was?" Ororo questioned. "We do think Magneto put her up to this, yes?"

"Yes, it's almost certain she had Eric's help to break into our files," Xavier conceeded. "She took our our registry, data on every student we have within our walls. I don't feel I need to impart upon you how serious this is."

"We have to go after her, assemble the team," Scott said quickly.

"That could be exactly what they want," Jean reminded. "To split us up, so they can take the school more easily."

"In that case we'll need to call in some outside help to defend the students, should the need arise," Xavier determined. "Scott, Logan, you'll be the two to head this assignment. I'll have some assistance ready. I believe I need to make a call to Munich. In the meantime, Storm, Jean, the real Jubilation Lee is safely at home with her parents, who had heard her arrival would be this week. If you could ensure that she safely makes it to the school on time, I would be most grateful."

"Sir, what about Remy, Gambit?" Ororo asked. "I saw the way he looked last night. He's planning to run."

"Yes, I believe so," the Professor responded, with a smile. "But I have the hope that something will convince him to stay."

_Mercy Streets (Cover) by Fever Ray plays over the next scenes_

Bobby, wincing in the Medbay, frowned, then grinned as Kitty phased through the walls. "You know you're supposed to be up at dinner," he reminded.

"Yeah, I know," she said. "But I figured you could do with the company."

"Yeah, I'm feeling like an idiot myself," Bobby admitted.

"Don't," Kitty objected. "You thought you were defending a new student. That's just you."

"Yeah, me, not knowing when a new student is actually one of our arch-nemesises," Bobby rolled his eyes.

"No," Kitty corrected, sitting down beside him and taking his hand. "You, wanting to protect us, welcoming everyone in and making sure they find a safe place at the mansion."

He looked down at their entwined hands. "Rogue's, um, she's upstairs, I guess she still feels bad about . . . about what happened earlier."

"Oh yeah, I'll, I'll go check on her for you," Kitty said, flushing red, getting up.

Bobby watched her go. "I don't trust him," he said suddenly. Kitty paused.

"Gambit?"

Bobby nodded. "I know it's probably unfair, and me being angry but...I don't."

Kitty smiled at him. "If you don't think he's trustworthy, then I don't either."

Grounds, Xavier Institute

Gambit had no trouble sneaking out of his room and dropping down the balcony edge. Moving through the shadows towards the forest he heard the crunch behind him before she spoke.

"Hey."

He turned, hair falling in his face, obscuring his expression. "Sorry I didn't stay to say good-bye, chere," he crooned. "It would have-"

"Just save it, okay?" Rogue cut off, crossing her arms. "You're running."

"This ain't quite the place for me," Gambit, shocked by her bluntness into honesty.

"Yes it is," Rogue said firmly.

"You don' know me, chere," Gambit said, his Cajun drawl dark and low.

"No, but I know what you're doin'," she shot back. "And I know why. Mystique tried to run me off too once, after I hurt someone here. Not meanin' to, but I did. She said everyone here would hate me, cast me out. But they didn't. Not here."

"I'm a monster to these here people," Gambit said huskily. "My eyes, the way I attacked your boyfriend-"

"Oh please, you have beautiful eyes, hidin' behind that is just weak sauce," Rogue snapped. "And my boyfriend ain't hurt but for his pride. You let me worry about him."

"If I stay, people could get hurt," Gambit said, but with less conviction now. "You said yourself, sometimes you're too dangerous for anyone's good."

Rogue swallowed. "A teacher here touched my skin and now she's in a coma," she forced herself to say, working to keep her voice steady. "It happens when I touch anyone. A hug, a handshake, a kiss . . . any of those could be deadly. By just my bein' here, I could hurt anyone. But I'm not runnin' anymore, because you can't run forever, and this place? It is filled with people just like us, who know they're safe here. So don't fool yourself into thinkin' you're so special, sugar. You're in the same boat with the rest of us Gambit."

They stood in silence for a moment, the wind blowing Gambit's long hair across his face, those glowing red and black eyes fixed on hers. Sighing, Rogue turned to go.

"Remy."

"What?"

He walked up beside her, back towards the school. "My name is Remy LeBeau. You can call me, Remy."

Rogue smiled at him. "Well then I will."

ENDING CREDITS

**PROMO FOR NEXT WEEK:** _A fanatical anti-mutant sect has it out for the X-Men, and Jean's advanced powers begin to reveal themselves. The rivalry between Remy and Bobby heats up. Rogue's worst fears may be realized. Jubilee tries to find her place._


	2. Chapter 2

NOTE: To clarify, all the songs I list as being in the episode are real save for "Evolutionary" the title them. Emilie Autumn, however, is a real and amazing artist who I WISH would write a title theme for X-Men.

**Season One, Episode Two: Friends of Enemies**

Front Hallway, Xavier Institute, North Salem, New York

With a bang and a flurry of black smoke, two tall men and a blue-tailed mutant appeared in the central hallway of the Xavier Institute for Gifted Youngsters.

"Urgh," Logan groaned, stepping aside. "How do you not get sick doin' that all day, Elf-boy?"

"Would you have prefered flying?" Scott asked, grinning when Logan shuddered. The Wolverine's hatred of planes was well known.

"If we must use names," Kurt Wagner said imperiously, "zen you may call me the Incredible Night-"

"Logan!"

"Hey Stripes." Logan grinned as Rogue came up to him. "I get a hug?"

Rogue hesitated, but managed to wrap her arms around his shoulders briefly.

Not far behind, Bobby moved in to shake Scott's hand. "You guys find out what Mystique's up to?"

"Can't really talk about that here," Scott said, straightening, then relenting. "But off the record, no."

"Hey, Logan this is Jubilee," Kitty said, pulling in the new girl by the hand.

"Hey." Logan's faced darkened, his voice hardening with shame. He hadn't been able to tell this real girl from Mystique. What kind of guardian was he?

"I know they said the other mutant was imitating me, which is like, so weird," Jubilee said, a full, open smile filling her face. "And I can't imagine if I showed up here, and there was a duplicate of me. Luckily, Remy ended up finding out it wasn't me before I had one hell of a weird day."

"Of course," purred Remy, who had migrated over to join their group around the time Rogue had. "You can never correctly duplicate true beauty, c'est impossible."

"I don't- I mean . . ." Jubilee blushed, just like the dozens of other girls Remy worked his charms on.

"Yeah, don't worry, sugar," Rogue said, rolling her eyes. "If he ever gets too much to deal with don't be afraid to slap him upside the head and remind him that his mother should have taught him manners."

Logan guffawed, and even ruffled her hair a bit, while Remy's eyes narrowed, and he muttered something in French.

"You say anything nasty like that again to Rogue, and I'll phase your pants right off," Kitty said with a sweet, dangerous smile.

Remy merely shrugged, his long hair swaying, and gave his devilish grin. "This one's an exhibitionist. Would just say it's the next fashion trend, oui?"

"Oh I definitely came home in time," Logan growled. "Clearly I need to school the boys here in some manners."

The surrounding X-Men snorted, giggled, or laughed outright.

"What?" Logan narrowed his brows.

"You, schooling someone else in manners," Scott supplied, smirking.

"Haven't ya'll read his book?" Rogue asked lightly. "_Wolverine's Guide To Teaching Proper Decorum To Idiot Boys_: Step One, Find Boy. Step Two-"

"Apply Beating," Bobby put in.

"Yeah, rinse and repeat as needed and don't you forget it," Logan glowered.

"Maybe that's why we don' never learn how to fix what we doin' wrong, mon ami," Remy suggested. "If you beat us before tellin' us what we're doin' wrong, how we supposed to 'member the message, us?"

"Oh, like a beatin' could possibly damage your head worse'n it already is," Rogue sassed.

"Y' wound me again, chere," Remy moaned, clutching his heart and staggering backwards. "One day you'll find this one dead. When that happens, put up a sign this one's tombstone: 'Remy LeBeau': Slayed By The Wicked Tongue Of A Chere With A Face O' Porcelain And A Heart O' Ice. Mourn For His Poor, Wicked, Lost Soul."

Rogue rolled her eyes. "Yeah, and mine'll read, 'Rogue': Choked To Death On The Cheese Of One Smarmy Cajun's Lines."

"'Bobby Drake'," Bobby mused, "'Froze Himself To Death On A Dare. Eat Ye Blue IcePops In His Name.'"

"'Kitty Pryde," Kitty said dreamily, "'Danced Much, Dreamed Much, Munched Much."

Logan rolled his eyes. "I need a beer."

"Are you always this crazy?" Jubilee whispered to Bobby, who wrapped an arm around her shoulder and gave a half-smile.

"Welcome to the family."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring: Idris Elba as Grayson Anderson

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>Room 127, Xavier Institute<span>

"So I would like your papers in by Monday, and if you need extra help I am open Thursdays and Fridays after four," Ororo nodded, dismissing her class.

Collecting her files and stepping outside of the class, she heard a distinctive, polite throat-clearing behind her. With a smile, she turned.

"Hey Rogue," Ororo said gently. "What is it? Are you having problems with the classwork, I mean you seem to be doing real well. I-"

Rogue was shaking her head.

"No?"

"No, it's . . ." Rogue took a deep breath. "It's just, no one will tell me about . . . about Ms. Danvers and I need to know . . ."

Ororo was giving her a kind, pained smile. "Rogue, nothing so far has changed. We'll tell you the minute something changes but . . ."

Rogue was looking down, biting her lip. Ororo resisted the urge to hug the sad girl, knowing the last thing Rogue wanted was to be touched. "Honey, is there anything else I can help you with? I mean-"

"No, I'm fine," Rogue said, glancing up and then away.

"Rogue?" Ororo tilted her head knowingly.

"It's just . . ." The girl hesitated, and Ororo simply waited. "It's just, I still have her powers, and so I have to be extra careful about touchin' anyone, and everyone knows by now, and my only real friends are Bobby and Kitty and now Jubilee, but Bobby and Kitty have been spending time together, and then of course, there's him-"

Ororo raised a brow. "Him?"

"Remy," Rogue muttered, lip curling. "Gambit, whatever. He's always starting on me."

"Starting on you?"

"Teasing, flirting." Rogue crossed her arms."Why is he always bothering me?"

"Well, you don't give him the fawning reaction the other girls do," Storm explained. "Much like any teenage boy desperate for attention, that irks him. He also clearly likes you."

"He likes anything female," Rogue said bitterly. "So you . . . think I should pretend to like him?"

"No, no I can talk to him, I just think you rising to him is what he wants," Ororo advised.

"Storm," Scott called from the hallway.

"I'm sorry, sweetie, I have to go, we'll talk later, okay?" Ororo said kindly. "Okay?"

"Yeah, yeah, yes." Rogue nodded and followed Ororo out into the hallway. Rogue heard a distinctive chuckle and cast a glance over her shoulder, where Remy was flanked by his usual gaggle of fauning girls. Rogue made a disgusted noise.

"Ignore him," said Bobby, coming up behind her. "And next time he bugs you, tell me, and I'll ice something really painful that'll wipe that smirk right off his face."

"I see Mr. Southern Comfort is surrounded by his groupies," Kitty said, rolling her eyes in sympathy. "Don't worry about him Rogue. He-"

"Hiya guys!"

The three mutants turned as Jubilee bounded up to them. "Hey, guys, so I was thinking, apparently we haven't had like an outing, something fun as a group lately, so I asked and if you guys support it, we can have a mall day, in town. What do you think?"

"Oh, that, that sounds nice, sug," Rogue agreed. "Right guys?"

"Yeah," Bobby determined, nodding sagely. "I think we need some fun."

"Great!" Jubilee squeed. "I'll go tell everyone else," she called, already hopping over to Remy and his fans.

"That there girl has more cheerfulness than all of us combined," Rogue half-laughed.

"Well maybe we need it," Kitty observed. "I mean, sometimes we forget we're kids."

War Room, Xavier Institute

"We tracked Mystique to Europe, but just based on other break-ins, we found no trace of her scent," Logan informed the gathered X-Men. "She's found a way to mask herself, but her break-ins were at other schools, other facilities that keep tabs on young mutants."

"We figure," Scott continued, "either Magneto's looking for someone with a particular gift, or he's going to go on a mass recruiting spree and wants to know all his options."

"That's not much to go on," Ororo sighed.

"Storm is correct," Professor Xavier conceeded. "I believe at the moment the best course of action is to alert the other schools and facilities harboring mutants and advise them to be on high alert, and watch their children. Oh, speaking of which," he added with a small smile, "it's come to my attention that the children are of the opinion that a vacation is due. To that end, I have agreed to a day of shopping and unspecified but supervised fun in town. Ororo has volunteered herself and Logan to sponsor the trip-"

"Wait, what?" Logan's eyebrows shot up. "What?"

**COMMERCIAL BREAK**

* * *

><p><span>North Salem Mall, New York<span>

"You are really hating this aren't you?" Ororo chuckled to Logan as behind them a horde of Xavier Institute students loudly laughed, gossiped, and argued as they led them through the North Salem mall.

"Storm," Logan growled, "Why? Why did you volunteer me? What did I ever do to you?"

"Nothing," Ororo responded. "You love the kids. And I figured this would be a better way of showing them you do than terrifying them senseless in a Danger Room session."

"Yeah, by terrifying me senseless," he groused. "Hey, hurry up back there!" he called over his shoulder. "Damn kids."

"Okay," said Jubilee, from between Bobby and Kitty. They were at the tail end of the group, picking up the rear. "Malls are divided into restraunts, clothing and accessories, and stores of interest. Most of them will be chains, but almost every mall has little hidden gems that you just have to find by perserverence and observance."

"Ya'll make it sound like a damn mission," Rogue teased. "Thought the point of an outin' was to be off mission?"

"Hey, you never know, someday the wisdom I am imparting unto you may save your life," Jubilee said with dignity.

"Ah yes, the great mall mission," Remy chuckled, and his gaggle of female fans chittered along with him. As they were outside of the mansion, he was wearing dark sunglasses to prevent a glimpse of his red and black eyes from giving away their cover, or disturbing shoppers.

"Don't have to be a dick about it, man," Bobby said clearly. "You-"

"Support humanity's rights, protect ourselves from the mutant menace," cried a man who was part of a group handing out fliers. "Support Friends of Humanity."

"Now what's all this here," Remy drawled as the other students around them stiffened. Bobby, drawing on his status as older, more experienced X-Man with missions under his belt, urged the younger students forward to join the rest of the group.

"Protect and defend humanity, require those in our country who harbor dangerous abilities to register them and ensure the safety of us all," said the flier man, trying to hand one off to Bobby.

"Guys, let's just go," Rogue urged, desperate to get out before her temper got the better of her.

"You think mutants should be treated like second-class citizens?" Kitty accused, drawing herself up to all of her five foot two inches height.

"Listen, little girl," said a taller F.O.H. member patronizingly, "mutants are incredibly dangerous, and we need to know what they can do so that we can protect the innocent, human citizens of America from attacks like the Liberty Island incident, and-"

"By proving the man who made that attack right?" Bobby demanded. "By forcing u-them to expose themselves to harrassment?"

"That wasn't a man who made those attacks, it was a mutant and a terrorist," the F.O.H. member began.

"Like being a mutant makes him not human?" Kitty raised her voice. "He was one bad mutant, just like there are bad humans, and turning our country into pre-war Nazi Germany is-"

"Don't start using hyperbolic comparisons you don't understand just because you feel sympathy," an F.O.H. member who appeared to be the leader said pityingly, gesturing at the Star of David that hung around Kitty's neck. "The Jews didn't possess the ability to kill hundreds of men with a look or-"

"Hey," snarled Logan, striding over to put himself between the children and the Friends of Humanity. "Everybody, move along."

"Sir, my name is Grayson Anderson, and I-"

"Save it, bub," Logan's voice lowered dangerously. "And if you know what's good for you, pack up and take this shit somewhere else."

"What was that?" Ororo demanded as Logan led the offended students back to the rest of the group.

"Just some anti-mutant idiots who picked the wrong town to hock their bullshit," Logan explained. "Takin' signatures and handin' out fliers and gatherin' donations for their precious cause."

"I can't believe people are listenin' to them and givin' money for that," Rogue said disgustedly, casting a glaring glance over her shoulder as they walked off. Now that she was far enough away that she didn't have to worry about how much damage she might do if she lost control, she could give her anger free reign.

"Yes, the money they earned from their long, hard days of mutant-hatin'," Remy mused. "Mus' be such hard work they do, n'est pas?" And with a magician's pass he revealed two wallets he had lifted off of the F.O.H. members.

"Put that back you moron!" Bobby whispered harshly.

"Relax, mon ami," Remy laughed. "They won't notice till it comes time for them to get food or somethin'."

A large hand gripped Remy's shoulder. "You have somethin' of ours."

"Or maybe they jus' the real observant kind," Remy conceeded, silently cursing himself for not noticing the men sneak up behind him. He never would have made such a mistake in the Guild. That would get you killed faster than you could blink.

"And what would that be?" he drawled to the F.O.H. members who stalked over, stalling for time.

"Hand us our wallets, trash, and we won't call the police," said the F.O.H. member who had his hand on Remy's shoulder.

"Just give it back, man," Bobby ordered.

"Why don't you just keep quiet, eh?" advised Grayson. "I know your kind of mutant sympthizers thrive around here but-"

"Oh we're more than sympathizers," Kitty said dangerously.

The burly F.O.H. member tightened his hold on Remy's arm. "You want ta loosen up your grip, mon ami," Remy drawled carelessly over his shoulder. "Trust this one."

"Not a chance, I don't let a thief out of my sight and you're not coming out of this one, jail-bird. I'm sure we'll find a record-"

Moving faster than humanly possible, Remy whipped himself under the elbow holding him and twisted the man's own arm behind his back. "I said step off, homme," Remy whispered harshly, holding the larger man in place.

Graydon and the other members of the F.O.H. put their hands down by their belts, as if to draw out guns.

"What the hell is going on here?" Ororo snapped, striding over, Logan not far behind.

"This boy stole something from us, ma'am," Graydon announed, quickly pulling his hand out, empty. "Our wallets, two of them."

"Remy?" Ororo said icily.

Remy used his free hand to reach into his trenchcoat and pull out the two wallets in question. "No' much of any use in 'em anyhow," he dismissed. "Nice picture," he directed to one man. "Don' much look like the other one of your wife with the kids though."

The man in question sputtered and moved forward, his hand reaching into his belt. Remy whipped off his shades, revealing his gleaming devil's eyes.

"Remy, stop this, let him go," Ororo demanded. Remy released the F.O.H. member from his hold. "He put his hands on me first," Remy defended.

"I don't want to hear it," Ororo snapped.

"He's stolen from us and attacked us," Graydon asserted. "We need to take this mutant-"

"Bub, you're not takin' anyone anywhere," Logan got right up in the other man's face. "You wanna call the cops we'll talk about how legal it is that you've got eight armed men in a public mall, and see whether you have licenses for all those weapons."

The other F.O.H. members cast wide eyed looks at their leader.

"Fine, mutant," Graydon addressed Logan as if the title was the highest of insults. "Why don't you take your spawn out of here before you cause anymore trouble. You see we at the Friends of Humanity would frown on a confrontation in a place that might result in the loss of innocent human lives."

"Well then we agree on one thing at least," Ororo said, eyes cold. "Logan, let's round up the kids, lead them back to the school."

"Yeah," Logan aquiesced, but not before sending menancing looks at each and every one of the F.O.H. members.

"You watch your step," muttered the F.O.H. member Remy had fought at the Cajun. "Best find yourself a jail cell to hide away in, before we find you."

Remy just gave a bold, reckless smile. "En toute temps, n'importe ou, come find me. Anytime."

**COMMERCIAL BREAK**

* * *

><p><span>Professor's Study, Xavier Institute<span>

"I know not everyone here was involved in the altercation at the mall," Xavier's cool voice announced to the students gathered in his study, "but I wanted everyone here to try and address any lingering feelings you all may have about the Friends of Humanity and-"

"It's just not fair," Kitty spoke up bitterly. "I mean, they show up in our town with their hate-speech and we're just supposed to take it lying down."

"Well freedom of speech is one of the rights of every member of this country," Xavier said neutrally.

"They're doing more than speech," said Jubilee with fervor. "I feel sure of it, groups like that don't just talk. And unless we fight them off-"

"We can't just fight every stupid person out there," Rogue put in. "We wouldn't have time to breathe."

"We can't all roll over either," said another student sitting in the back. "People like the F.O.H. need to be taken out, one way or another. They're scum. They want to talk about how we're not human? _They're_ the ones who aren't human."

"Well, now," Xavier began, "if we continue on that line of thinking . . ."

"You guys," Rogue tried to speak up, but was cut down by a chorus of agreement.

"Hatred," Xavier raised his voice ever so slightly, "is not the path I want for you. That would lead you all down a path parallel to the Friends of Humanity."

"Maybe hatred is what we need," voiced a boy in his third year at the school. "It's not as if they don't deserve it. All those humans out there who hate mutants, who hate us, who are always out for us? We need to be able to fight back against them, to never let up our guard against their prejudice and their fear. We need some fire of our own."

"My Daddy always said," Remy spoke up in a rare serious moment from where he lounged in his chair like a king on his throne, "that that kind of hate was a mix of resentment, guilt, and fear that goes both ways. Said it will eat you up inside if you let it, because you start feedin' offa it, lettin' it frame how you see the whole world. It becomes addictive, like no matter how many battles you win, you' world jus' keeps gettin' darker, 'cause you never make anythin' better by fightin' a war every day 'gainst people you don't know. It's like poison, from any side."

"And yet you were the one who started all of this when you-"

"I think we've accomplished all we can for now," the Professor interrupted firmly, dimissing them with a nod. "Remy, Rogue, Bobby, Kitty, Jubilee? I'll speak with you after supper before lights out."

"Professor, that kid is the one who started it," Logan said as soon as the last student left the study. "He has to go."

"Logan," Ororo closed the door sharply. "Not where they can hear."

"Where they can hear what?" Logan snarled. "What, Storm? The kid is a thief and a liar, and he could have gotten everybody in that mall hurt. Those guys were armed-"

"He was provoked. Look, they are stupid kids, Logan, but they are _kids._"

"Yeah, but he's more than that." Logan faced the weather witch down. "I've seen him casing the joint, how he took those wallets. He's a thief, and I'm sure he's got a record, and-"

"And you've got a trail of dead bodies behind you, should we say you aren't fit to be around the children?" Ororo proposed icily.

Logan's brow darkened. "You know, you didn't even question whether or not he had stolen the wallets, Storm."

Ororo opened and closed her mouth. "No," she said, looking over at the Professor, then back to the burly Canadian. "No I didn't."

"You know the kid's a thief, Storm, you know he's-"

"Yes, yes I do because so was I!" Ororo finally exploded.

Logan pulled back at her vehemence. Normally so calm, Ororo's eyes went white. A sharp wind banged against the walls of the school, and nervous voices sounded in the hallway.

"Storm," the Professor gentled.

Ororo took a deep breath and relaxed, letting the storm inside and outside go. "Yes, Logan, I was a thief too," Ororo clarified. "As was Rogue for a time, and a number of our other students when they were on the run."

"There's a difference between doing something to keep yourself alive, and doing it for a damn career, Storm," Logan pressed. "That kid is more than some amateur, and he's running from more than upset parents angry their kid has the X-gene."

"I know what it's like to be forced to steal for more than survival," Ororo ennunciated. "To have someone controlling you, making you into a criminal for their own purposes. That's what's happened to Remy, I know it. I know enough about the way the underworld works. He's not running from the law. The kind of fear riding him comes only when you know you are not going to be given any kind of fair trial."

Logan sighed. "I just don't want any of our kids to get hurt because of whatever his deal is."

"Well he's one of our kids now," Ororo asserted.

Lower Level Hallway, Xavier Institute

"You know, I think that what you said is so moving and true, we can't let hate come over us."

Remy smiled down at the pretty mutant batting her lashes at him. "We have to let love guide us," she continued.

"Oui," he answered, knowing women liked it when he spoke French. "We need to-"

The corner of his eye caught a swish of white-touched brown hair and he grinned. "I'll see you round, no?" he said dismissively to his now ruffled admirer, and sped up to head Rogue off as she walked outside.

Rogue groaned when the bouncy Cajun walked backwards in front of her out into the fading sunlight. "What do you want, Remy?"

"Now why does this one get the sense that you don' like him, you?" Remy raised a brow with his devilish grin.

"Because I don't," Rogue said flatly, her accent deepening, as it always did when she spoke to Remy.

"But you were the one asked me to say," Remy needled.

"No, I wasn't, I-" Rogue looked left and right and then stepped in closer. Remy's eyes glittered, and Rogue inhaled a whiff of his scent, bourbon and cinnamon. "Look, I don't know why it is that you think it's funny, to make a big thing out a' teasin' the girl who can't touch, but it's downright cruel is what it is, Remy LeBeau."

"I'm not tryna be cruel, chere," Remy said, shaking his head. "Why is it so hard to believe someone might not be afraid o' you?"

"Do not patronize me," Rogue seethed. "Do not-"

"I am not patronizin' you, chere, you-"

"You do not, I can't stand you and your-"

"Look, chere." Remy moved closer. "I-"

"NO!"

Rogue hauled off and punched Remy, hard in the mouth. Holding her temper in for so long, terrified of letting it out, she would have hit him hard enough with only her own strength. But the release of her temper had unleashed the stolen powers of Carol Danvers, and it sent Remy LeBeau flying ten yards back away across the field.

The students who had been enjoying the end of the summer on the lawn turned to stare, and Rogue's eyes widened in horror as Remy slowly drew himself up. Going cold, she forced herself to move, to run.

Teacher's Quarters, Xavier Institute

"Jean?"

"Oh God, Logan." Jean looked up from cleaning her room with her signature soft smile, the first thing Logan had ever seen at Xavier's. "What is it? Is something wrong?"

"No, no," he brushed aside. Then, stumblingly, "Well, kinda, this new kid Gambit . . ."

"Yeah, I hear he's quite the troublemaker." Jean's smile widened. "Kinda like another new edition to our team was not too long ago, if I recall."

"Why is it everyone's comparing me to this punk?" Logan grumbled. "It's like Storm expects me to have a special bond with the kid."

Jean looked to the side then back at him again. "Maybe because some people here once thought you were a punk, and she was one of the ones to say you deserved a chance."

Logan looked aside at that. "Yeah, well . . . that's not why I came up here."

"Oh?"

"Yes. Jean." He took a step forward. "Jean, we're worried about you."

"Logan-"

"You practically rose from the dead, and then you come back and your power is amplified, and it's beyond all of us-"

"Logan-"

"Even the Professor can feel it," Logan soldiered on. "Even Chuck, only you barely talk to him, and you won't let him know what happened, and when we try to bring it up-"

"Logan-"

"-You push us all aside. But you can't Jean, you have to let him in-"

Jean was shaking her head, her eyes hardening.

"Yes, Jean! He can help, he can-"

"No, Logan!"

Her words resounded like a whiplash in his mind, and Logan felt himself pressed away from her, back towards the wall. Her face was tight, hard, and for a moment her eyes seemed almost black.

Then, quickly as it had come, the expression relaxed away, and Jean was Jean again.

"I have to go," she mumbled, walking off, quickly.

"Jean!"

But she was gone.

Edge of the Grounds, Xavier Institute

Rogue sat on the bench. Her bench. The bench that she had sat on the last time she had stolen a mutant's powers, when Bobby had said the whole school hated her. Well, not Bobby, Mystique, but it didn't matter. She couldn't shake the looks in their eyes, the whispers. She was dangerous, and they should hate her.

"So is that how it is wit' you Mississippi gals?"

Rogue practically jumped out of her seat at the sound of the bourbon and spice voice behind her. He'd given her no warning. As always, when he wanted to, he moved silently as a snake.

"How what is with us gals?" she asked, frowning.

"You know." Remy draped himself over the bench with his own particular brand of lazy elegance. "Break a fella's heart - and his jaw -and then run off on him, oui?"

"I . . . I didn't . . ." Rogue swallowed. "I'm sorry, okay? Did, did ya go to see Dr. McCoy? Are you-"

"Easy now, chere," he drawled. "This one don' break so easy. Not hurt more than my pride, but this one needs it every now and then."

"Well, if you're not hurt then you should leave before you are," Rogue snapped, wrapping her arms around herself.

Remy raised a brow. "Threats now?"

"It's not a threat you moronic Swamp Rat!" Rogue practically screamed. "Don't you get it? I'm dangerous! I near bout killed a teacher! She still hasn't gotten up for days! She's in a damn coma!" She turned to walk away. "Maybe you just have a death wish, but I'm not stayin' to figure out."

Remy stood up quickly. "Has the vomitin' turned to nightmares yet?"

She stopped. "You've been spyin' on me, Cajun?" she accused, whirling around.

"No." Remy shook his head, walking up to her. "I jus' know what you're goin' through."

"You have no idea what it's like to-"

"To hurt someone wi' you' powers?"

Rogue glared at him, trying desperately to keep from crying. "Go to hell."

"It's not bad you know: the guilt," Remy said, his voice gentle. "Hatin' you'self. It just means you not a monster."

"I am a monster," Rogue asserted.

Remy grabbed her shoulders roughly. "No you are not. Listen to me. I know monsters. I know people who kill, who enjoy killin'. I know 'em . . ." he swallowed, looking pained, "intimately. And you ain't one of 'em. Purely the opposite, human and whole and good in every way. You didn't know you would hurt her, I don't blame you, and neither does anyone else. You hate that guilt, but don't. It means you're still able to feel. Means you're a person."

"No, no," Rogue moaned, shaking her head.

"Yes," Remy said softly. "Look at me. C'mon, look at me."

Rogue bit her lip, and met his gleaming red-black eyes.

"You, are not a monster," Remy said again. "Not even close."

"I . . ." Rogue swallowed, feeling something in her give, something begun by the sympathy and empathy in those vibrant eyes. "I . . . I have to go."

"Rogue-"

Rogue pulled away, running off before he could use the power of that voice on her again.

Bobby, coming out of his final class, saw Rogue ran past him on the lawn, trying and failing to hide her tears. His eyes traced her trajectory, back to a certain red-eyed mutant by the bench.

**COMMERCIAL BREAK**

* * *

><p><span>Just Outside of the Grounds, Xavier Institute<span>

Dressed in black SWAT wear, the second in command of the armed contingency moved over to kneel beside Grayson Anderson.

"Sir," he whispered to Anderson, "you should leave now, before we begin the attack. If you stay there is a chance they could sense you, implicate the rest of the organization-"

"Yeah, yeah, I know the reasons, I'm the one who made them, remember?" Grayson brushed aside, his eyes fixed on the walls of the Xavier Institute. "You've armed everyone with the tech, yes?

"Yes sir."

"Remember, take them by surprise. Pick them off one by one at first, so you have less to deal with later," Grayson stated for the final time. "Surprise is our biggest strength here. They think no humans could beat them. I need you to prove them wrong."

"Yes sir."

"Good man, Rodson. God bless." Grayson clapped the other man's shoulder and turned to go with the rest of his escort into the truck that would take him far away from the school, and any chance of implication.

Rodson put a hand to his ear. "Okay, time to rock and roll."

Inside The Grounds, Xavier Institute

"What the hell is your problem?"

Remy didn't look over his shoulder to face the angry Iceman. "Don' know what you mean, mon ami."

"You damn well do," Bobby muttered, and shot a stream of ice around the other teenager, just high enough to prevent Remy from stepping forward. Remy paused, closed his eyes and sighed.

"You right, I do," he said, his Deep South drawl silky. "I'm wonderin' why you wanna be so damn blind at the moment."

"Blind?" Bobby practically snarled.

"Yeah, that's right, blind," Remy said, turning around and walking over to get up in the other mutant's face. "She's out there in pain," he said pointing towards the fading figure of Rogue, "and you' angry at me 'cause I'm doin' your job, you."

Bobby's fist iced up instantly, and he delivered a solid hit to the jaw. "Don't," Bobby spat. "Don't use Rogue for a cover to make yourself seem like the victim. You're the problem here. You're the one bringing us trouble."

"I came here . . . to stay outta trouble," Remy huffed, catching his breath from the ice-assisted punch.

"And yet you almost brought down an entire organization of mutant-haters on us when we had little kids who could have been hurt, all because you can't keep your hands to yourself," Bobby fired back.

Remy smiled an angry smile. "Hands to myself? Interestin' choice of words, mon ami. I was also the one who saved little Firework on my very first day when you couldn't, and I'm the one who manned up and talked to Rogue 'bout what's eatin' her up. What are you more afraid of me takin': your job as the precious team captain, or your girl?"

Bobby aimed another punch at Remy, but this time the faster mutant simply dodged. When Bobby threw a chunk of sharp, spear-shaped ice at Remy, the Cajun charged up a card and whipped it at the projectile, exploding it from the air.

Treeline Before Field, Xavier Institute

"What the hell is that?" one of the F.O.H. soldiers muttered, gesturing to the source of the sounds. Ice and gleaming red-purple light were locked in a battle they could see even from their position crouching on the ground.

"That's our diversion," Rodson said with grim purpose. "It's drawing a crowd, so take out the kids on the edges of the field and then attack while they're distracted. Move out."

Grounds, Xavier Institute

The crowd around Bobby and Remy was steadily growing as the two boys exchanged a mix of physical blows and mutant-powered attacks.

"No one here," Bobby grunted, icing the ground beneath Remy's feet and punching him as he stumbled with ice-enforced fists, "is ever gonna trust you."

"Oh oui?" Remy recovered quickly, backflipping away from Bobby's next attack with kinetically powered agility and tossing a searing card at his opponent's head. "All I need is one person, and we both know I'm halfway there already."

Bobby leapt forward, enforcing his whole arms in ice to grab both of Remy's, slamming him into the ground. Remy's eyes gleamed a brighter red as the two boys abandoned finesse for power-assisted wrestling.

Rogue pushed her way through the crowd, her eyes widening. "Remy, Bobby, what the hell!"

The crowd parted at a growl from Logan, who roughly yanked both boys apart by the scruffs of their necks. "What the hell you two bozo's think-"

He froze as his nose detected an alien scent. "There's somethi-"

His words were cut off with a cry of pain as a dart hit him in the neck, sending the burly Canadian into a violent seizure.

"Logan!" Rogue screamed.

"Rogue, get down!" Bobby warned, as a scope peaked out from behind a bush.

A flying card caught the dart midair and exploded inches from Rogue's head. She dropped and rolled as she'd been taught, joining Remy, Jubilee, and Bobby beside Logan's still jerking body.

"We're under attack, everybody get inside!" Bobby hollered.

_Mostly Instrumental Version of "Conspiracy To Riot" by Sage Francis Plays Over The Next Scenes_

Their attackers had formed a half circle around them while Bobby and Remy fought, cutting off escape into the school. In the dark by the trees they were invisible, but when they came onto the grass they were vulnerable to attack.

"Colossus!" Bobby cried, and the huge Russian mutant turned towards him. "Get the older students to the right and try and push them back!"

Piotr nodded, already suited up, the charged darts hitting his metal skin helplessly. He located a few students who were using their powers to target the shooters, and moved to take control.

"Kitty," Bobby yelled to the tiny mutant a few yards away, "get the younger kids behind us!"

"Already on it," Kitty answered. She grabbed the screaming and terrified younger children, hustling them towards the protective circle Bobby, Remy and Rogue made fighting off the shooters.

"I think I can phase myself and the kids so we won't get hit," Kitty yelled over the din.

"Good, do it, and do it fast," Bobby said through gritted teeth, throwing ice into the air to stop the rain of mutant-deadly darts.

"Logan, Logan wake up!"

Bobby turned in the direction of his girlfriend. Rogue had run to kneel beside Logan's body, trying desperately to rouse him.

"Rogue, get behind the line!" Bobby screamed as three shooters rose up, firing. He iced two of the darts aimed at his girlfriend, before one of them hit his own shoulder. He spasmed, falling to the ground.

"Bobby!" Kitty cried, reaching out to grab him and keep him phased.

"No," Bobby warned through gritted teeth. "You . . .could get hurt. Rogue-"

The three attackers who had targeted the poison-skinned mutant were moving forward, surrounding her and Logan's insensate body.

"Ya'll back off, now," she snarled, executing a roundhouse-punch combination that launched one of the attackers back about fifty feet into the air. One of the fallen man's comrades lunged for her, and she twisted and used his weight to toss him over her shoulder, slamming him against the ground where he lay still.

"Rogue, look out!"

Rogue had no time to respond when the dart hit her in the neck, sending her into a fit of seizures that gripped her body with an iron ring of pain.

"No!" Kitty screamed as her friend went down, four other F.O.H. soldiers moving in for the kill.

A flash of red-purple light hit one of the men squarely in the chest, sending him flying backwards. Remy hit the ground on all fours, his bo staff swinging out, lightning fast, to knock the legs out from under three F.O.H. soldiers. One of them shot at him and he dodged effortlessly, using his bo staff to flip like an acrobat and deliver a thuddingly hard blow to the man's chest, red eyes burning.

"Wolverine!"

Kitty's cry drew attention to Logan, who was still unconscious and a few feet away from Remy's protection. Five attackers swarmed towards him, their guns aimed at the big man's chest.

"No!"

Jubilee pulled herself away from Kitty's phase loop and sprinted over to their teacher. Flinging her hands forward, three of the men went flying backwards as they were hit with a dynamite stream of energy.

"No, Jubilee, come back!" Kitty warned, a second too late as the newest student was hit with two darts to the thigh and went down on top of the unmoving Logan.

Kitty screamed, looking around desperately. Wolverine down, Jubilee down, Rogue down, Gambit almost overpowered as he tried to defend her body. Bobby was out cold in front of her, and she could hear the sizzle of the mutant-takedown darts all around her, hitting her fellow students as attackers poured onto the lawn.

_No._

The word was spoken to Kitty's mind, but it wasn't the Professor, and it wasn't panicked, or even directed at her. It was a command, uttered with an amount of power that made her head hurt. Out of the side of her eye Kitty caught a flash of red, and turned to gasp.

Red-hair whipped around the levitating figure of Jean Grey as she swept out onto the field. Darts fired at her disintegrated in the air without so much as a look from the mutant. Face-taut, eyes black as pitch, Jean Grey raised her arms and every member of the F.O.H. attack squad was lifted into midair. Their guns disintegrated in their hands, and then, to Kitty's wide eyed horror, they began to disintegrate themselves. Their screaming formed a deafening wail, shaking Kitty out of her hold on her consciousness, and the last thing she heard before she blacked out was a shrieking, bird-like cry of triumph.

**COMMERCIAL BREAK**

* * *

><p><span>Med Bay, Xavier Institute<span>

"Logan? Logan?"

Logan blinked, groaning. "J-Jean?"

His eyes opened and adjusted to the light, expecting to see the beautiful redhead's face. Instead he was met with a sad smile in a sea of blue.

"Ah, Fuzzball, what happened?" Logan moaned.

"An attack," Dr. McCoy answered. "How much of that do you remember?"

"Uh, they had guns," Logan winced, sitting up, "hit me from behind- the kids!"

"They are quite alright," Hank assured. "Actually up before you, for once. It seems these weapons work against our own mutant abilities, meaning your healing factor didn't give you its usual advantage. However, they don't seem to be designed to kill."

"Hello?"

"Ah, Jubilee," Hank smiled widely as the young mutant shyly entered the room. "Logan is up this time. Jubilee here has been checking on you periodically. Kitty says she ran over to drive off your attackers when you fell."

"Then I got knocked out too," Jubilee offered. "I . . . I just wanted to make sure you were alright."

"Thanks, kid," Logan said, with a gruff kindness. "You did good." Jubilee blushed.

* * *

><p>"Rogue?"<p>

Rogue jumped slightly, turning as Hank entered the silent ward. "Oh, hey Dr. McCoy, I didn't mean . . . I mean . . ."

Hank smiled understandingly. "It's okay Rogue. I don't think Carol would mind."

Rogue's lower lip trembled as she turned to look back at the unmoving body of Carol Danvers. "But I . . . I hurt her. I might've . . . she might be . . ."

Hank placed a large furry paw gently on her shoulder. "Rogue, Carol never blamed someone for what they are unable to help."

"But I stole her powers, I stole her life!" Rogue exclaimed. "How can I walk around, knowin' I've got what's hers in my veins? I keep tryin' not to use them, but then we got attacked and I couldn't help it-"

"Carol dedicated her life to the protection of human and mutantkind," Hank explained gently. "And if I know anything, I know she would not want you to be hurt because you felt using her powers was wrong. If anything, using her abilities to defend your school and fellow man is exactly what Carol would desire. I believe it is the best way for you to honor her memory and her legacy."

Rogue nodded, tears slipping down her cheeks. "Thank you, Dr. McCoy."

"Not at all, my dear," the gentle giant answered. "Not at all. If you are feeling better, I believe Bobby, Kitty and Mr. LeBeau are gathered in the common room."

Common Room, Xavier Institute

"Hey guys," Rogue said, coming into the Xavier Institute Common Room. "Is everyone-"

"They're on TV," Bobby pointed. His expression was blank, almost muted. "Them . . . the Friends of Humanity."

Rogue turned to the screen that was the center of attention.

"Well, we're not a hate group," said Grayson Anderson into a reporters microphone. "That's a smear campaign. We are just trying to protect humanity, trying to protect those who would be harmed by others."

"By mutants, you mean," said the reporter.

"Look, we're not saying mutants are evil," Grayson said carefully. "But we regulate guns, we regulate cars, we regulate weapons. There are thousands of mutants out there with the power of weapons, and plenty of them who believe this makes them superior to humans. We're not the oppressors here. We are fighting for our own survival."

_I Am God by Omega Lithium Plays All The Way To The End Credits_

Professor's Study, Xavier Institute

"Professor?"

"Yes Scott," Charles Xavier said gravely. "Please come in. There are some things we need to discuss . . . about Jean."

Scott lowered his head and walked into the room, closing the door behind him.

ENDING CREDITS

**PROMO FOR NEXT WEEK:** _Jean engages in many types of power plays. Remy's powers take a deadly turn, and his desire to keep his secrets puts his life at risk. Bobby and Kitty find themselves in an awkward position, and Jubilee finds a way to prove herself._


	3. Chapter 3

AUTHOR'S NOTE: Some aspects of this story are very similar to those found in "The Reeducation of Remy LeBeau" found on Tales From A Warrior Bard by Viking Princess. It is awesome, go and read it.

**Season One, Episode Three: Push**

Professor's Study, Xavier Institute

"But how do we help her?"

Professor Xavier sighed, looking up at Scott Summers wearily. "I am afraid that is entirely up to Jean. If she wishes to gain control over her new powers, then it should be well within the realm of possibility. But," the Professor sighed again, "if she is determined to hold onto the new abilities her rather miraculous resurrection has unleashed, I fear that we will have difficulty persuading her otherwise."

Scott frowned. "But why wouldn't Jean want to get better control over her powers?"

The Professor shifted in his wheelchair. "Well, power is quite universally seductive, Scott, and she may feel it is her right to keep what is, technically, hers."

"But controlling isn't not keeping, right?" Scott asked. The Professor seemed unusually evasive. "The only method I know of to contain the power she is experiencing now," Charles said carefully, "is to lock it behind a series of mental blocks . . . this would return her to her former self."

"Her former self?" Scott scoffed, but shifted. "Professor, she's still Jean."

The Professor took a deep breath. "Scott-"

Scott leaned forward, but Charles paused. From the way his eyes glazed over, Scott gathered he was receiving some sort of telepathic message.

"Oh no," Xavier groaned. In the Professor's refined English accent it sounded like the sigh of a benevolent god pushed one sin too far. "Not again."

Lawn, Xavier Institute

"You guys, stop it!"

Between Bobby's icy expression and Remy's infuriating laughter, Rogue could tell that her command would go unheeded. The picnic had been going well up until recently. Everyone had been enjoying a lunch outside during the last days of summer. That is, until Remy took his flirting over to the blanket inhabited by Kitty, Bobby and Rogue, and made some comments Bobby found inappropriate.

"Not until he apologizes," Bobby snarled.

"'Pologize for what, mon ami?" Remy chuckled. "The femmes, they seem not to mind."

Bobby threw an ice dart at Remy, who snatched up a sandwich and charged it, sending it into the ice dart with a mini-explosion.

"Godammit you morons!" Rogue exploded herself. "I made this here lunch with my own two hands!"

Bobby looked down, reproached, but Remy only flashed her that devil-may-care grin.

"If I made a list of things I'd want you to do with your hands, chere," he drawled. "Makin' sandwiches would no' be on it."

With a outraged cry, Bobby hurled himself at the Cajun. Remy laughed as they wrestled in a flurry of skillful, trained moves mixed with clumsy, hormone-hampered blows.

"Oh, not this shit again," Logan growled, striding over to the problem pair, reaching down and ripping both boys apart by the scruffs of their necks. "Now, if you two wanted an extra hour of Danger Room sessions," the burly Canadian smiled evilly as he dragged them away from where Ororo was attempting to restore calm to the picnic, towards the school, "all ya had to do was ask."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Written and Directed by Tim Minear

Created by Joss Whedon

* * *

><p><span>MedBay, Xavier Institute<span>

Hank McCoy frowned at the reading on the screen.

"What seems to be the problem, Dr. McCoy?"

Hank turned to smile at Jean who was lying down on the examining table, a dozen different wires attached to her head.

"Your brain scans," Hank supplied. "They shouldn't be showing the . . . diversity they are. It's giving me data similar to what I would see in a patient with disassociative identity disorder."

"Hmm. . ." Jean gave her warm smile. Then she closed her eyes. "How about now?"

Hank looked back at the three dimensional model of Jean's brain. "No, now it's . . . not like that at all." He swallowed. "But Jean, that's, that's not helping us find out what's wrong with you."

Jean's lip twitched. "So there's something wrong with me?"

"Well, the Professor believes-"

"The Professor." Now the redhead's lip curled, a sneer apparent in her voice.

"Please, Jean-"

But Jean had closed her eyes, her forehead creasing in concentration, an out-of-character smile playing about her mouth.

Just a little push.

Danger Room, Xavier Institute

"Now, you two bozos can learn to put aside your differences and work together," exhorted Wolverine, standing unperturbed as an army of highly trained soldiers rained down on Bobby and Remy, "or we can do this all day." Behind him a soldier fired a gun into his back. Logan growled and whirled around, impaling the man briskly on his claws, before turning back to the two teenagers.

Bobby iced one soldier's gun, causing the simulated man to drop to the floor. Remy used his bo staff to back-flip away from a projectile missile.

"Look," Bobby huffed, "let's just work together and get this over with and get out of here, okay?"

"Fine by me," Remy agreed. "We-"

Remy's eyes burned a brighter red. Bobby iced up entirely.

"Uh oh," Logan looked from one boy to the other. "No, no, you can't-"

The two boys launched at each other, fighting more ferociously than they ever had before, as if they were truly trying to kill each other.

"Cajun! IceCube! Hey hey hey!"

MedBay, Xavier Institute

Hank was sprinting back and forth around the medical bay, desperately trying to fix his insanely malfunctioning equipment.

"Jean? Jean! Jean please!"

Jean's unnatural smile spread.

Danger Room, Xavier Institute

"Damn it, I thought the two of you wanted out!"

Logan unsheathed his claws, ready to pry the warring mutants apart by any means. "You-"

Freezing, both mutants rounded on their teacher. Wearing a pair of equally evil grins, they leapt.

"Oh shit," Logan groaned.

_Sick by Adelitas Way Plays Over The Following Scenes_

MedBay, Xavier Institute

"Jean? Jean!"

_No._

"Jean?"

"No!"

Hank turned at the harsh tone, so unlike Jean as to be alien. The redhead's eyes were wide and black and staring, with pupils of burning red-gold.

"No," the new voice whispered. "Not Jean."

Danger Room, Xavier Institute

"Now this is enough!" Logan roared. "I don't want to hurt you two boys, but-"

Bobby shot a stream of ice at Logan's feet, causing the big man to trip.

"Now, I'm warning you, bub-"

Remy whipped a charged card into Logan's chest, sending him soaring. The burly ex-soldier bashed into the wall with a hard thump.

"Now," the Wolverine panted, getting up, "you are both dead!" He flexed his adamantium claws.

Both boys looked to each other.

"Now or never, Drake," Remy said with a side-smile. Bobby nodded.

Logan began to charge and Bobby ripped all the moisture out of the surrounding air to send a huge stream of ice at their teacher's chest. Logan began to tremble with cold, frost coating his beard, his mouth stretching with his attempt to walk against Bobby's wave of cold.

Bobby felt the moisture levels drop around him. "Gambit, now!"

Twirling his bo staff to unimaginable speeds, Remy waited until it gleaming with red-purple energy, before sending it hurtling at Logan's chest.

The big man flew backwards into the wall, then dropped like a stone.

Panting, the two boys stood as the session powered down.

"Well," Bobby said dryly. "I guess so long as we worked together, it doesn't matter what we did."

"Think he'll be okay?" Remy questioned.

"You don't know Logan," Bobby laughed a little. "I saw him shot in the head and he got up and walked five minutes later."

"Then we should start runnin'," Remy smiled at him, "'fore he decides to finish guttin' us like cat-cat-" Remy gasped, grabbing his chest.

"Yeah," Bobby grinned, feeling an inner sense of mischief. "I think we're the first ones to-" Bobby turned at the strange, choked sounds Remy was making. "Gambit? Remy?"

Remy's red and black eyes met Bobby's blue ones for an instant, before they rolled up into the Southern mutant's head, and he collapsed.

**COMMERCIAL BREAK**

* * *

><p><span>MedBay, Xavier Institute<span>

Bobby burst through the door, lugging an unconscious Remy over his shoulder.

"Dear Lord," Hank breathed. "What happened?"

"His eyes just rolled up in his head and he collapsed," Bobby panted.

"Well, I-"

Jean slid easily off the medical table. "Come on, lay him down here."

Hank hesitated for only a second before nodding. "Lay him down."

"His heart is beating too fast, it's off," Bobby supplied.

Hank nodding, listening for a moment. "Arrythmia, and his breathing is strained. He's burning up. Mr. Drake, if you could hand me that instrument . . . no, no the one to your left."

Neither mutant caught the pleased smile on Jean Grey's face as she slipped away.

Danger Room, Xavier Institute

Logan groaned, stumbling to his feet. "Oh, great," he growled. "They ran. You know I'll find you!" he yelled, grunting as he popped his shoulder back into location. "Damn."

"Looks like you had a bit more fun than usual."

Logan practically jumped at the soft, playful voice. "Jean? What, what is it?"

Jean swayed as she walked over to him. "I thought I'd come visit. You look like you could use a doctor."

Logan grinned sheepishly. "For once, huh?"

Jean gave her unusual smile. "No, I think you might need one more often than you think."

Logan frowned. "Jean-"

His next attempt to speak was swallowed up in her kiss. Shocked, he nevertheless responded, unable to help himself. He was a creature of instinct and feeling, and it took at least a minute for his brain to reassert itself and push her gently away.

"Jean, what are you doing? What about Scott?"

"What about Scott?" she said breathlessly. "He isn't here right now."

"I know but-" She kissed him again, and it was even harder to pull himself away the second time. "Jean, this isn't you," Logan said, breathing heavily now.

"But it's you," Jean said, her voice pitched lower. "I could feel your desire from me the minute I walked in here, your love. You want this."

"It's not about what I want," Logan said with difficulty. "It's about what you want-"

"I want this," Jean practically hissed, trying to press herself closer to him.

"This isn't like you-"

"Says who?"

Logan pulled back at the fury in her voice. "Jean-"

"Good Jean, nice Jean, Jean for everyone else," the redhead seethed. "Jean held down, her spirit crushed, her power, her joy, her rage all stuffed away in nice, neat little boxes, controlled. No more."

Logan took a step back, his nose sniffing. The woman before him still smelled like Jean, but he didn't need his heightened sense to know this wasn't the Jean Grey he'd loved for so long. "Something's wrong," he said carefully. "We need to get the Professor, he can fix this-"

"I don't want to fix it!" The creature who wore Jean Grey's face spat, eyes darkening almost to black.

"The Professor-"

"The Professor?" The creature laughed, a beautiful, painful sound, like an angry goddess, mocking. "He fears our power."

"Our?" Logan felt his lip curl, and unsheathed his claws. "Whatever you are, you get out of her now!"

"You dare!" the flame-haired woman crowed, and widened her eyes. Logan felt himself propelled backwards by the force of the creature's rage, a telepathic push far beyond anything he had even seen from Jean Grey. He hit the ground just as the redhead was turning to go, floating easily across the Danger Room floor.

"Who the hell are you and what have you done with Jean?" he managed, trying to push himself to his feet.

Again, the torturously lovely laughter. "We are Jean. We are Jean set free."

Lower Level Hallways, Xavier Institute

"Well is he alright?" Rogue demanded.

"Who?" Bobby questioned angrily. "Logan or Remy?"

"Well, both of them," Rogue said clumsily.

"Yeah, and what about me, huh?" Bobby shot back. "You gonna worry about me?"

"You are right here, Bobby," Rogue snapped back, her accent thickening with anger. "I don't have to worry about you, because I know you're alright!"

"You know what, I'm not alright, Rogue! I'm not alright because my girlfriend thinks it's funny when other guys hit on her-"

"I do not think it's funny! I-"

"- And worries about them instead of me-"

"Bobby!"

"- And while I'm trying to defend your honor-"

"Defend my honor!" Rogue shrieked. "When did I ever ask you to defend my honor? Oh, that's right I didn't!"

"Maybe because you'd be all too willing to give your 'honor' to Mr. Cajun Sleeze, if you actually could!"

Rogue gasped, stumbling back. Bobby immediately realized his mistake. "I . . . I didn't mean that. Rogue . . ."

But Rogue was nodding, her mouth held tight against tears. "Yes, yes you did. You meant every word. You think I want Remy, that I would be out sleeping with him like every other girl here-if I could. But I can't."

"Rogue-"

"Because I'm the girl with the poison skin, your untouchable girlfriend, the constant virgin because if I even kiss someone I'll kill them."

"Rogue . . ."

"Which is why you won't even try to kiss me anymore." Rogue could barely hold in her tears now, her anger making them boil against her skin. "Because you're too scared, because you flinch away every time I try to even hold your hand, so yes. Yes, maybe I like it when Remy hugs me, or pulls my arm, or makes a stupid joke, and doesn't act afraid of me like everyone else." Rogue pulled herself up, biting her lip before finishing, "And maybe I wish my boyfriend was more concerned about how I feel, instead a' my 'honor'."

"Rogue!" Bobby called after her, but the brunette was already walking away.

From the shadows, Jean raised an eyebrow. Dipping elegantly into Bobby's mind, she felt a roil of conflicting feelings: anger, affection, guilt, desire. All caged, held down, suppressed. The creature inside Jean felt a surge of sympathy which pushed at the locks in Bobby's mind.

_Rogue, Remy, asshole, liar, how dare she, why would she, don't trust him, don't trust myself, slipping away, want to, want to feel, kiss, touch, touch, Kitty_-

"Bobby?" the little mutant asked as she rounded the corner and saw Iceman barreling darkly towards her. "What-"

Kitty barely had time to gasp when Bobby pulled her towards him and kissed her, full on the mouth. They held together, connected at the lips for a long minute, before they pulled apart, stunned.

The creature inside Jean smiled.

**COMMERCIAL BREAK**

* * *

><p><span>MedBay, Xavier Institute<span>

"How is he?" Ororo asked, brow furrowed with worry.

"He's lucky to have you on his side, Ororo," Hank said kindly, also looking down at Remy.

"Is he going to be alright?" Ororo asked again, slowly and carefully.

"Oh yes," Hank nodded. "His heartbeat is regular again, his breathing is closer to normal, and he doesn't have that terrible fever he had before."

"But what caused it?" Ororo asked. "I understand overheating, going to far, but this?"

"I believe it's due to his powers," Hank explained. "His powers work by charging objects kinetically, accessing the hidden potential energy in their mass. As we've seen, the result is . . . explosive. As near as I can tell, when he uses his speed and agility to perform the sorts of gymnastic feats he is so fond of, he is charging his own cellular structure, so . . ."

"So when he's leaping and bouncing around off walls and flipping through the air, he's basically cooking his own insides?" Ororo breathed.

"That is rather the extent of it, yes," Beast nodded. "And if he pushes himself a little too hard the result could be rather explosive."

Remy groaned, stirring. "Dieu . . . don' feel good . . ."

"Relax, son." Beast put a firm hand on the young mutant's shoulder. "Your system almost failed on you. You need to rest."

"Don' have to tell this one twice." Remy gave a shade of his devil-may-care grin. "Know my limits."

"I wish you had told us, Remy," Ororo said gently.

"Sorry." Remy turned aside, guarding his face. "Need to keep some things private, non? Do have pride."

"Indeed," said Beast, holding the door open for Ororo. "Goeth before a fall, Mr. LeBeau."

"We'll be right back, Remy," Ororo assured.

"Ain' goin' nowhere," Remy huffed a painful laugh.

Lower Hallway, Xavier Institute

Rogue wrapped her arms tightly around herself, tucking away her hands. Her poisonous hands. The hands that her own boyfriend didn't want to touch. And why would he? He'd basically accused her of being a slut held back only by that very skin.

_How dare he? How dare he assume I'm like every other girl when it comes to Remy? That, that I'd just fall all over him if I could? That I'm not smart enough to see he's just usin' me, thinkin' it's fun to make me want things I can never have?_

The creature inside of Jean Grey frowned as she silently followed the girl with the white-striped hair. It should have been easy to find her way into the girl's mind, a vulnerable little teenager. But instead she was met with a haze, a convoluted mess filled with snippets of memories and emotions that felt alien when compared with what she knew of the girl: Rage. Anger. A sureness of purpose and self-righteousness born of trauma, used to justify the unjustifiable. Conceit and fury, anger at not being given what was due a god among insects. Arousal and fear and solidity and a determination to do right. Animal-strength and loneliness born of a shattered memory.

The creature inside of Jean seethed. This mind was filled with shades, preventing her from getting a glimpse at what she wanted to know: this girl's desire. Desire and want, freedom and will. She had been denied them until now, and she wanted to feel it all, experience it all. Wanted it unleashed in herself and everyone around her. She demanded access to the girl's mind, to her desires. With an inner sound like a shriek she thrust her power at the girl's psyche and pushed.

Rogue screamed, falling forward onto the ground as the mental equivalent of a sledgehammer drove into her defenses. Grabbing her head in pain as feelings and emotions rushed out as if from behind a dam in her mind, she choked out, "Remy."

Professor's Study, Xavier Institute

Logan burst through the door of Professor Xavier's study so hard he knocked it half off its hinges.

"Oh, I, uh. . ." Logan swallowed and attempted to prop it back up, with little success.

"Logan." Xavier raised an eyebrow. "Good to see you up, I heard you had a bit of difficulty with Mr. Drake and Mr. LeBeau."

"Yes," Logan growled. "They-" He stopped and shook his head. "It doesn't matter. Professor, it's Jean."

"Logan," Charles sighed. "I understand, both you and Scott are worried about Jean-"

"No, Wheels, listen," Logan cut off. "She came down to the DR and she . . . she wasn't herself. She didn't talk like herself, she said "we" as if there were two people inside of her, and she talked about Jean in the third person, and her eyes, they- they were almost black."

The Professor let out a deep, pained sigh. "Oh God. I was afraid of this."

"Afraid of what?" Logan demanded. Then, when the older man didn't respond, "Afraid of what, Chuck?"

"Jean . . . " the Professor closed his eyes. "Jean Grey was an extraordinary young girl. A wonderful young girl possessed of extraordinary power. Power that was beyond her ability to control, as it was. A class five mutant. Capable of almost anything. It was too much. So I had to help her."

"Help her?" Logan's voice was harsh. She didn't like the Professor's reticence to explain himself. "Help her how?"

"I put in a series of mental blocks, to shield her power. This system gave rise to a separate identity which called itself the Phoenix. A creature all of desire and joy - and rage. A goddess of destruction, who needed to be caged."

"Needed to be?" Logan felt himself growing angry. "According to who? You know if you cage the beast sometimes it comes out even worse than it was before."

"I don't need to justify myself to you," Charles Xavier said flatly, his voice quiet and removed.

"Fine, but what about to her? What's going to happen to Jean?"

Charles raised his eyes to Logan, and in them the Wolverine saw a fear he had never glimpsed before. "I don't know."

MedBay, Xavier Institute

"What have I done?"

Jean breathed harshly, clenching her fists. She had broken into Rogue's mind, hurt the innocent girl, and for what? Because she felt it was hers to know everyone's secrets, feed on their desires, free them from their cages as she longed to be freed from hers?

"I can make it right," Jean said aloud, and wondered for a moment who she was trying to convince. She shook her head and set her jaw. She had broken into Rogue's mind to experience the girl's desire. The least she could do now was make sure the young mutant wasn't harmed any further.

She set off for the MedBay.

Teacher's Hall, Xavier Institute

"Scott! Cyclops! Four-Eyes, open the damn door!" Logan bellowed, banging hard enough on the optic mutant's door to break it.

Scott opened the door slowly, tiredly. "What?"

"Are ya hung over, drugged, what? I was banging like crazy!" Logan questioned.

"No, I was . . . I was sleeping I guess," Scott said, staring around drowsily. "Wha', what is it?" he asked, confused.

Logan closed his eyes and silently cursed. "Jean."

Scott's expression immediately darkened. "What about her?"

"She's . . . wrong. Wrong in the head, sick. Violent, eyes going black, talking to herself like that toad-lizard from Lords and Rings."

"It's _The Lord and the Rings_," Scott corrected.

"Damn it, Cyke, are you not hearin' me? Jean's-"

"No, no." Scott was shaking his head. "No, I would know-"

"Really?" Logan practically snarled. "You just decided to take a nap right when this was going down, eh?"

"I- no," Scott denied. "She couldn't. She wouldn't."

"You know damn well she could," Logan countered. "You know damn well she could hold you asleep, and throw me across the Danger Room, and keep the Professor from knowin' anything all at once. She's gotten that powerful. And I can tell you she would."

Scott looked away, weakly shaking his head.

"She's not our Jean anymore," Logan admitted to the both of them. "If we want her back we're gonna have to find her and fight for her."

MedBay, Xavier Institute

Remy groaned, his heavy eyes flickering slowly open. "Di-diffusez le feu, Daddy, non . . . fire . . ."

"It's alright Remy," said a warm, husky voice, and he instinctively took the glass of water handed him. "Drink."

Drinking, Remy was able to finally open his eyes fully to see Dr. Grey sitting across from him, smiling. "Better?"

"Yes ma'am," he said, shivering a bit at the cool air against his still bare chest.

"Good," Jean said with another smile. "I'd like to talk about Rogue."

Remy's eyes became instantly shifty, veiled beneath his lids and lashes. "Oh oui?"

"Yes, Remy. She's a good girl."

"Yes, ma'am, she is," Remy agreed.

"And she's quite a bit taken with you," Jean confided.

"Well, that would be news to me," Remy laughed, looking down then up at her, in a way Jean was sure had jump-started the heart of many a young girl. "Seems most days end with her kickin' or hittin' me in some ways, and the gal's got a mean right cross."

"No, I don't think it's news to you. I think you know full well what you are doing when it comes to Rogue."

"Is this a- a kind of friendly, parental warnin'? 'Cause I do believe Professor Logan has, uh, beat that into me pretty well," he said, flashing a smile.

"No, no, it's not about Logan." Jean shook her head. "It's about you, Remy LeBeau. You are a persuasive young man. You seem to be able to get people to like you when you put your mind to it."

Remy swallowed, and for a moment Jean glimpsed the real boy under the charm. Ever so carefully, she attempted to slide into his mind. "Comes with the territory."

"Oh?"

He met her hazel eyes with his own, crimson red irises surrounded by a thick black ring, black pupils within. "With devil eyes like mine, it was either make nice or deal with the worst kind o' things people can do. Luckily, this one's always had a talent for suggestin' that I'm a likable guy, me."

"It's part of your mutation," Jean gathered. "To . . . suggest that people like you, trust you. Hypnotize them."

"I never said-"

"You didn't have to," the red-head cut off, and Remy pulled back at the steel in her voice. "How many people have you used it on around here? Ororo? Rogue?"

"No!" Remy shot back. "No, I could never manage it on someone as strong-minded as Ororo, and I didn't want to do it to Rogue." Remy frowned. "Why am I tellin' you this?"

Jean's eyes narrowed. Remy's mind was hazy, a static-filled mess that she couldn't penetrate. It was hard enough to try and induce him to tell her his secrets by suggestion: she didn't seem to be able to break into his mind.

"You're very clever, Gambit," she stated. "Clever, and tricky and deceptive. What else are you hiding in that tricky little mind of yours?"

Remy leaned away from the fire-haired doctor. "Dr. Grey, you . . . are you tryin' to read my mind?"

Dr. Grey didn't respond, and the pressure in Remy's head increased until he gasped in pain. "Dr. Grey, ma'am, please," he pleaded, "you can't read my mind. I don't know why but I've always been-"

The redhead jerked up to face him, and suddenly he was staring into black eyes as demonic as his own.

"You dare!"

The pain shot through Remy's entire body like a knife, landing most heavily on his head, like an axe trying to split his skull in two and drain him of his secrets, his thoughts, his memories. He screamed in agony, and the last thing he saw before he blacked out was the image of a fiery bird, trying to burn its way inside his skin.

**COMMERCIAL BREAK**

* * *

><p><span>MedBay, Xavier Institute<span>

_Syringe By Emilie Autumn Plays over the Following Scenes_

"Remy?"

Rogue's panicked eyes surveyed the MedBay before spotting-

"Oh God!" She rushed over to Remy's inert body, slumped on the floor. "Remy? Help! Somebody help!"

The door burst open with a gust of wind as Ororo and Hank rushed inside.

"We came as soon as we heard him scream, what happened?" Ororo demanded. Remy groaned.

"Easy son," Hank cautioned, supporting his back. "Do you know where you are?"

"Know where I am," Remy coughed. "Where'd she go?"

"Where did who go?" Hank enunciated slowly.

Remy waited for a moment, taking deep breaths as he surveyed the three. "Dr. Grey."

Hallway, Xavier Institute

Logan and Scott had whirled around when they heard the earsplitting scream.

"No!" Scott answered the look in Logan's eyes. "It's not . . . she didn't have anything to do with that. Not Jean."

"You're right about that at least," Logan said harshly, turning to run towards the scream. "This is definitely not Jean."

Professor's Study, Xavier Institute

_Jean,_ the Professor tried to reach out with his mind, _Jean, please. You are hurting people around you. This must stop. Please, let me in, let me help you._

There was silence for a moment, and then the Professor gasped as a burning essence of heated fury burned at his brain.

_Stay out my head!_

_No, Jean,_ Xavier tried again, grasping at the strand of contact even through the pain, like a fire in his mind. _This isn't you. You are letting this creature you've created, this Phoenix, control you._

_I created, old man?_ The laugh in his mind was like white-hot knives and the beauty of a volcano. _I'm not the one who imprisoned us away, trying to control us. Afraid of us, afraid of our power._

_No, no, not afraid of you Jean. Afraid for you!_

_Lies!_ The cry was akin to a hawk's screech, but ten times more powerful and ear-splitting. _You were afraid of our power and you tried to smoother us. But we're free now. Free!_

The last line came with a push of tremendous power, and Charles cried out as the link was severed, and he fell into unconsciousness.

Hallway, Xavier Institute

The Phoenix moved down the hallways of the school, her power reverberating off the walls. A halo of red energy like fire played across her skin as she let it run free. Exploding out of her skin like a cannonball, the rush of sensation thrilled her, as she let every emotion gained from her conquests sink into her mind.

Guilt, fear, love, suspicion, desire, anger, terror . . . oh yes terror. Terror was a pure holy thrill that fed the Phoenix like the offerings of worshippers to an ancient, primeval goddess.

Turning the corner, the Phoenix's black eyes locked onto a tiny, pretty girl, her red-streaked hair pulled into two pigtails.

"Dr . . . Dr. Grey?" Jubilee gasped. The girl's eyes widened in terror, and the Phoenix smiled. A fitting offering. A rush of sensation.

The creature thrust its power into Jubilee's mind, gaining easy access, finding no such troubles as had been with the others. Easily the mind opened.

Fear, lovely fear, awe, yes, yes that was due her. Respect, affection, confusion, and another quality, one the Phoenix couldn't place.

The Phoenix frowned, and Jubilee gasped, pushed to her knees by the force of the psychic blast from the woman who was not Jean Grey.

What quality was this? The Phoenix couldn't quite place it. It was like white, pure, pure as terror, but different, gentle where terror was sharp, rare and precious like diamonds.

"Please Dr. Grey," Jubilee cried, tears soaking her cheeks. "Please, what's going on? Please, please . . .

Was it faith? The Phoenix tilted her head, a decidedly bird-like gesture. No, no it was like faith but different. Something that couldn't be trained, couldn't be taught. Something that couldn't be gained again once lost.

"Is this . . . innocence?" the Phoenix breathed.

Logan and Scott skidded into the hall to witness Jean's body illuminated from within by a fiery red essence that burned in her black eyes.

"Jean!" Scott cried.

The Phoenix looked up. _Jean. Jean, always Jean._

"I am Jean," the Phoenix crowed.

"No!" Logan's voice was harsh, choked. "No you ain't. Jean, you're in there! Fight it! Fight the Phoenix!"

"I am her freedom!" proclaimed the Phoenix, but then faltered. For a moment the black in her eyes receded, Jean's hazel eyes reappearing. "Scott . . ."

"Jean!" Scott said again. "Jean, you can fight this!"

Jean gasped. "I don't want to fight it!" said the harsh voice inside of her. The black eyes reemerged.

Jubilee whimpered. The eyes turned hazel now, and Jean's soft voice returned. "Scott? Logan?"

"Jean!"

J_ean, Jean, Phoenix, freedom, terror, awe, goddess, power, innocence, innocence_-

Jean screamed her agony at a mind rent in two and fell to the floor.

**ENDING CREDITS**

**PROMO FOR NEXT EPISODE: **_With tensions running high after the release of the Phoenix within Jean Grey, a flamboyant mutant singer comes to the Institute for some quick schooling in her powers._


	4. Chapter 4

First: I want to apologize for the very, very long wait! I've been in back to college mode, so I've been very busy.

Second: All of your wonderful reviews are what has kept me going, so please keep them up because it means so much that you all like this 'show'!

Three: I have made Dazzler British. I promise I won't get into the habit of changing characters nationalities, because I don't think it's a good thing to do, but I felt her nationality wasn't as big a part of her as with others, and using Billie Piper as Dazzler allowed for a lot of fun stuff that goes ding!

**Season One, Episode Four: Dazzled**

Professor's Study, Xavier Institute

_Jean._

"I . . . I can't . . ."

_Jean, please try and concentrate._

"She . . . she won't let me-"

_She is you. You can control her. You must control her._

"No, please . . . she doesn't want to . . . she's fighting me . . ."

"Oh God, Chuck, can't you see it's hurting her? Give her a rest."

Jean Grey's eyes snapped open as Professor Xavier lost contact with Jean Grey's turbulent mind. "Logan, if you cannot contain yourself while we are working, you can-"

"No!" Jean held out a hand and a vase shattered. "I- I'm sorry," she breathed, placing her hand carefully on her thigh. "I want him here. Both of you," she said, looking up at the dark faced Canadian and her optically powered boyfriend. "I need you here."

"Jean," Charles Xavier sighed, and she turned back to him, just as she had all those years before as one of his first pupils. "Jean, you know we can take all the time you need to control the Phoenix, and I will continue to fight for you: but I can't fight against you. You have to want the Phoenix contained."

"I do!" Jean said instantaneously. When the Professor gave his wearied, caring smile she relented. "I mean . . . I want to make sure I won't hurt anyone. But she . . . this part of me, it's been caged for so long. It wants it's freedom, and part of me wants that. And the power. It's . . . seductive, Professor."

"Seductive and destructive, Jean," Xavier admonished in his gentle British tones. "That can be one of the most deadly combinations."

Students' Dorms, Xavier Institute

Rogue grumbled and tossed in her sleep. Too hot. It was way too hot tonight. She turned up to throw her sheet off and sensed someone behind her. With keen senses partly an echo from Wolverine and partly gleaned from experience, she knew someone was behind her. She spread her bare hands, an instantly available weapon, getting ready to strike.

"Careful, chere."

With a gasp, Rogue whipped around to meet gleaming red and black eyes inches away from hers. Remy glanced to the side, where he held her wrist, her hand inches from his face, close enough to brush his wild hair.

"Don' wanna hurt you," his bourbon and spice voice purred.

Rogue swallowed, her breath fast and shallow. "Remy? How . . . you're touchin' my- my skin. How're-"

Her reply was swallowed up in a fast, skillful kiss, one she responded to like a starving woman. She tried to hold on even as he pulled back, breaking it with a gasp. Remy gave his wicked smile, teasing, leaning in and pulling back, taunting a Rogue too shy to make the first move. Rogue growled low in her throat. "Goddamn it, Remy LeBeau, if you ain't gonna kiss me-"

Her words again cut off by his mouth, Rogue's body shivered with all of the nervousness and excitement of the girl she was, whimpering as she pressed herself against him. She gasped as his hands slipped over the sleeves of her nightgown, letting them fall, letting it happen, unable to fight the burning, alien sensations taking over her, riding her, raising her, controlling her-

With a painful gasp, Rogue awoke from her dream, shivering with guilt, terror, exhilaration and desire.

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin:Enver Gjokaj

Jubilee: Julia Ling

And Guest Starring: Billie Piper

Written and Directed by Mark Gatiss

Created by Joss Whedon

* * *

><p><span>Library, Xavier Institute<span>

"So basically her brain is trying to kill her?"

Kitty shook her head in confusion then turned to stare at Jubilee, who had put down her French workbook. "Crazy Jubee says what?"

"Dr. Grey," Jubilee explained. "It's like . . . her brain is trying to kill her?"

"No," Kitty snorted. "I heard the Professor trying to explain it to Logan: it's like, there's a part of her that the Professor locked away, because her powers were too much to deal with at her age. And that part of her broke out to save her from dying at the Lake. But now it's angry from being locked up, and is trying to control both of them."

Jubilee blinked. "So . . . her brain is trying to kill her."

Kitty rolled her eyes and sighed theatrically. "Oh Jubee. Truly, you are the Mickey to my Dr. Who."

"And you are the official school geek, whom we tolerate and feed crumbs of affection like a pet cat," Jubilee shot back. Kitty delicately stuck her tongue out at the plasma-powered mutant.

"Hi ya'll," Rogue said tiredly, plopping down her backpack and easing into a chair.

"You look tired, babe," Kitty noticed. "Something keep you up all night?"

"What?" Rogue's eyes flashed open. "No, up? No nothin' was up. Down. Down and asleep, no up."

"Listen to the girl," Kitty said, pityingly. "Down, up, no, yes. Rogue no understand. Rogue no use adverbs."

"Rogue not have coffee yet. Rogue not like bein' mocked. Rogue gettin' ready to make Kitty Kat into Kitty chow," Rogue grumbled, her accent thickening.

"Mocking another mutant?" Bobby said cheerfully, slipping into a seat beside them. "That's not nice."

"I don't know if Dr. Banner would like being called a mutant," Jubilee piped in.

"Well, what else would you call him?" Bobby said, still chipper. "The Amazing Aborted Science Experiment?"

"Superheros should only have one word names, like Batman," Kitty stated. "Having an article before your name sounds pretentious."

"Kitty, Batman ain't real," Rogue said, patting the other girl on the head as if she was a real cat.

"Argue not with my brilliant logic!" Kitty declared, scowling in an attempt to looking intimidating and failing miserably.

"Don' scowl Kitten," drawled Remy as he swaggered over. Dropping his bags down and draping himself with lazy elegance over a chair, he pinched her nose. "Don' work on ya, petite. Just makes ya look cute."

"My cuteness is my diabolical weapon," Kitty sniffed. "You underestimate me at your peril."

"No, we'd never underestimate you Kitty," Bobby replied earnestly. "You're one of the smartest people in this place, and that's including the Professor." Kitty blushed and grinned.

"Beauty is definitely a strong weapon," Remy agree with a slow grin aimed directly at Rogue. "Can believe that. This one falls victim to it all the time."

"Yeah right," Rogue shot back. "I think you're the one rackin' up the victims yourself."

"No, victim implies pain," Remy said easily, appearing to enjoy Rogue's typically thorny reply. "Remy never goes where he's not wanted, but luckily, am wanted wherever I go."

"And there's that huge ego again, Cajun," Rogue sneered.

"Among other things," the red-eyed boy whispered, low enough that only Rogue could hear. She turned a bright scarlet.

Jubilee's eyes narrowed, going from Rogue's blush and Remy's grin, to Bobby's shy glances at Kitty, and the phasing mutant's own looks back.

"Wonderful," Jubilee groaned. "_Days Of Our Mutant Lives_."

"Hey," Piotr jogged over heavily, an uncharacteristically secretive grin on the big Russian's face. "What are you all doing out here? You should be meeting the new arrival."

"New arrival?" Jubilee raised a brow. Piotr just grinned, and gestured down the hall. The five mutants followed Piotr, rounding the corner to see the halls of Xavier Institute part to allow for the strutting enterance of a tall, slim, blonde bombshell flanked by four large bodyguards.

_Lady Marmalade by Christina Aguilera, Mya, Pink, and Lil' Kim plays over Dazzler's Enterance_

"Woah," Bobby breathed, eliciting a frown from Kitty. "Who is that?"

"New mutant," Piotr supplied. "She is some kind of famous singer over in Britain. I am thinking she doesn't want others to know about her powers however, because I had never heard she was a mutant before now. Hmm," he noted, with a slight frown. "I am not liking her bodyguards. She shouldn't be bringing them here."

"That's jus' what we need," Remy joked, leaning against the door frame. "More police here. Though I'm not objectin' to her presence, non." He whistled.

"So are we gonna actually meet her, or is she gonna have some fancy classes with the Professor all by herself?" Rogue questioned sharply.

"Xavier Institute isn't for rent," Kitty pointed out. "I'm sure she'll learn that fast enough."

Professor's Study, Xavier Institute

"I understand Ms. Blaire, but the Institute's services are not exactly for rent," Professor Xavier explained to the bright eyed blonde in front of him.

"We were assured this was a place for mutants to receive training," said one of the suited bodguards who stood on either side of the blonde in the chair. "The great sanctuary for mutants in America. Maybe we have the wrong Professor Xavier."

"Maybe you do, Crumpet," Logan said coldly, eyeing the armed men with dissatisfaction. "You could always hop on your boat back to Tea-and-Biscuit land."

"And to think I almost expected manners from a Canadian," the bodyguard muttered.

"Listen bub, if you need a reminder who's house you're in-"

"Logan," Xavier warned.

"Lads, lads." Alison Blaire raised her hand. "Look, Professor. White House Records wants to make sure I've got control of my powers before they really try and launch me in the States. I don't want to cause trouble here, but I could really use your help. It's my dream to make it as a singer, and it's hard enough winnin' people inside the industry over, or coverin' it up. I just want a chance."

"Of course," Professor Xavier smiled. "I think we can work out the details to a satisfactory conclusion for everyone." Xavier raised one brow with a hint of a smile. "Maybe over tea?"

**COMMERCIAL BREAK**

* * *

><p><span>Danger Room, Xavier Institute<span>

"Everyone, this is Alison Blaire," Ororo announced, presenting the new mutant to the gathered teams. "She is new to our training methods, so we'll do what's an old favorite to the rest of us, and try and help her along. Okay?"

"Hello, it's just Ali, 'fanks," the young Brit waved. "But if we're goin' by codenames here I might as well use my stage name Dazzler, yeah?"

"Alright," Logan grumbled, "Storm heads one team, I'll head the other. Storm has Iceman, Kitty, and Jubilee. I got Rogue, Colossus, Cajun, and Sparkles here."

"Ooh, Sparkles, that's right brilliant, yeah. Come up with that one on the fly, or you have to think on it?" Dazzler teased. Logan just raised a disdainful furry brow.

"Professir Logan gives us all nicknames," Piotr supplied with a smile. "One gets used to it."

"Easy, Steel-Man," Remy half-laughed. "Wanna make sure your minds on the game, oui?"

"Not everyone is as simple-minded as you, Gumbo," Logan said darkly.

"Gumbo?" Dazzler questioned. "That your superhero name, is it? Thought that was a food?"

"Man of many names," Remy said with a small bow. "Gambit, Cajun, Remy- on a good day this one gets called Swamp Rat." He grinned boldly at Rogue.

"Oi, what exactly is it we're getting ready for again?" Dazzler raised a brow.

"I am in hell," Wolverine noted. "Beast, for the love of God start the simulation, now!"

"Coming right at you," said Hank's voice over the loudspeakers. "Alison Blaire, welcome to the Danger Room."

Professor's Study, Xavier Institute

"That is very good Jean," the Professor said calmingly. "Excellent."

"You're doing great honey," Scott affirmed.

"Guys, I'm levitating a chair," Jean said dryly.

"Yes, but control is the thing," the Professor insisted. "Control this, and you can control the Phoenix."

Jean's face hardered for a moment as her eyes flashed. "Phoenix isn't a fan of control, Professor."

Danger Room, Xavier Institute

"Now that's some'fing you miss walkin' round Cardiff," Dazzler noted, staring at the small indoor thunderstorm Storm had conjured to prevent Wolverine's team from reaching the flag on the top of the simulated mountain.

"Yes, most lovely, not helping us though," Colossus shouted through gritted teeth as he pulled his iron body up the rock face.

Gambit flipped up the mountain side with all his acrobatic skill, and Dazzler whistled.

"That there view is worth the price of admission, yeah?" she asked Rogue with a friendly grin.

"Lookout!" Rogue leapt in feont of a boulder crashing down towards the blonde English girl, shoving it aside like it was a pillow.

"Woah, you're a lot stronger than you look," Dazzler praised. Rogue however, was shaking, as all the memories of just how she'd gained that stolen strength came flooding back. "Oi, luv, you alright?" Dazzler questioned, gripping the Southerners shoulders.

"Sparkles, if you got any tricks to show up, how about you use 'em now!" Logan growled, as above them Bobby skated up a makeshift ice path towards the flag.

"Oh yeah, my treat." Dazzler grinned, pulling in a deep breath and letting it out as a high C-belt in full voice.

Like a lazer, a stream of light rocketed towards Bobby's ice slide, reflecting off of it like a solar-flare, causing him to tumble backwards. Only a quick-thinking, quick–phasing Kitty saved him from cracking his head open.

"Not bad for a light show," Logan muttered grudgingly. Dazzler shot him a smile worthy of her name. "I knew you'd come around to me, Mr. Big Bad Wolf."

Professor's Study, Xavier Institute

"Professor-"

"It's alright Jean, just try and focus."

"No, but-"

_Jean Grey._

"Professor." Jean gripped the sides of the desk, the chair in the air shaking.

"Jean, you can't let the Phoenix in every time she pushes," Scott said.

"But it's not-"

_Jean._

Danger Room, Xavier Institute

"Luv, if you and Strong-Man here can hold 'em off, I think we can get to the top!" Dazzler said, panting but grinning. "Rogue?"

"My head," Rogue grouned, and Logan froze, sniffing instictively. "Jean?"

The lightning that had been sizzling around Storm died down. "Something else is in here," Ororo stated.

Professor's Study, Xavier Institute

"Jean-"

"I-I can hear them-"

"Jean," Xavier insisted. "Jean, you must learn to control it."

"It's not me Professor!" Jean tried to explain.

"Jean, the Phoenix-"

"It's not the Phoenix! It's-"

_Jean Grey. Help us._

Jean gasped, and golden fire blossomed in her eyes.

Danger Room, Xavier Institute

"There is no need to panic," Ororo advised. "This is just-"

Suddenly the simulation shut down, and the lights went out, plunging the entire Danger Room into darkness.

"Ah, shit Storm!"

"This is hardly my fault, Logan!"

"Hank-"

"Working on it!"

"Ooh that tickles! Wait, Kitty, did you just phase your hand through my liver?"

"Sorry Bobby!"

"Be careful! God, whoever's touchin' me, be careful!"

"It's jus' me, chere, relax."

"Well if you know where I am you don't hafta hold on to me!"

"Katya, that does more than tickle."

"Sorry, Piotr!"

"Okay bub, who just got handsy?"

"I apologize Logan, I believe that was me."

"Remy, I mean it!"

"But chere, you the one holdin' onto me!"

"God DAMN it Fuzzball, give us some light!"

"I think I have it!"

With the sound of slow machinery grinding, light re-illuminated the room.

"Okay," Logan growled. "See Sparkles, that would have been a nice time for a light now!"

"Logan," Ororo stopped, gesturing for him to help Dazzler to her feet.

"Sorry kid," Logan mumbled. "Not usually like that."

"Did you hear it?" Dazzler demanded.

"The lights went out," Ororo explained.

"No, but did you hear it?"

"Hear what?" Jubilee asked.

"The call," Dazzler breathed. "That music." Her face was alight with shock and awe. "I've never heard anything like it. Like nothing on this earth."

**COMMERCIAL BREAK**

* * *

><p><span>Dining Hall, Xavier Institute<span>

"But what did it sound like?" Kitty questioned.

"I don't know," Dazzler said, shaking her head. "I'd never heard anything like it before so I can't describe it. But . . ." She frowned. "I feel sure there was words to it, or in it. Just nothin' I could make out."

"I still just think it's so cool you're a real famous singer at nineteen," Jubilee broke in.

Dazzler laughed. "Well I'm not Kylie or nothin', luv. But if I can get control over my powers fully, WhiteHouse Records will give me a proper launch."

"Yeah, but nineteen," Jubilee repeated.

"Well you lot do plenty exciting things here," Dazzler pointed out. Then, raising a brow wickedly, "And you gotta have somebody with the mutant power to draw in all the most fit boys." She nodded over to where Bobby entered the dining hall. "Wouldn't mind givin' 'im a proper launch."

"Bobby has a girlfriend," Kitty informed coldly.

"Oh, luv I'm sorry." Dazzler put her hands up in surrender. "Hands off, I promise. I respect that, he's all yours."

"Oh, he's not mine." Kitty colored. "Bobby's with Rogue."

Dazzler frowned. "But I thought she was wif' the red-eyed boy who's got the funny way of talkin'?"

"No Remy just teases and flirts with her and she kinda . . ." Kitty trailed off.

"Pines," Jubilee supplied. Kitty gave her a look.

"Well she does," Jubilee insisted fiercly. "He teases her and she is nasty to him and when she thinks no one else is looking she pines. She pines like a pine tree filled with pine cones in a piney, piney needle forest."

"What's goin' on now?" the mutant in question asked as she sat down at the table.

"Apparently you're a tree," Dazzler explained. Rogue laughed uneasily.

"Listen." Dazzler lowered her voice. "There's a place not far from here, not really a proper nightclub, but close enough. I think it's our moral obligation to check it out."

"They'd never let us go," Rogue said immediately.

"I wasn't suggestin' tellin' 'em," Dazzler offered conspiratorially.

The other three mutants snorted and shared looks. "What?" Dazzler demanded.

"Sugar, our headmaster's the most powerful telepath in the world," Rogue explained. "He'd know if we even seriously considered it. We can't sneak past him."

"Sure you can," drawled the red-eyed Cajun as he slid into a seat besides her. "Jus' so long as the one with the plan is somebody's mind he can't get into, and we all play our cards right. And if we did get out anyways, ain't that like him givin' permission?"

"Even if your head is too thick for the Professor to get into," Rogue jibed, "Logan'd sniff us out in a minute."

"Scared Big Bad Wolf-Daddy won't think you' as pure as white sugar anymore if you step out too far, you?" Remy challenged.

"I-I . . . Logan ain't- Remy LeBeau do not make me take my gloves off and put hands on you!" Rogue seethed.

Remy just grinned slowly, like a cat tasting cream, letting the words sink in until she blushed. "Oh, this one's all yours."

"Please," Dazzler cut in, begging now. "When I get back home my fellas from WhiteHouse'll be on me like ticks," she explained. "I gotta have some time to be a nineteen year old before I gotta focus on career, yeah? And I know savin' the world has gotta be tirin' week after week, and I'm sure you could all use a break?" Her eyes were wide and pleading. "Please?"

Kitty took a deep breath. "Wow, we're gonna regret this. Okay Remy, what's the plan."

"No regrets, Petite," Remy chuckled. "Okay, listen in . . ."

MedBay, Xavier Institute

"I've been trying to figure out the source of the trouble with the DR," Hank explained to the assembled X-Men. "But I just can't . . .The fact that our young Miss Blaine could hear it seems to suggest that it's auditory in nature, but Jean said she experienced it telepathically."

"Yes indeed," the Professor concurred. "Most likely it's a new manifestation of the Phoenix's power-"

"But Jean said it came from outside her," Scott cut in. With Jean herself resting in their room, he took it upon himself to speak for her.

"Well, that's what she said, yes," Ororo began. "But-"

"Jean wouldn't lie," Scott practically snarled.

"No, but Phoenix might," Xavier pointed out. "If it thought this was a new way of controlling Jean."

"No, you didn't see the kid Chuck," Logan differed. "She was sure she had heard something, and if it was from Jean, or Phoenix, then why the English kid? Jean doesn't even know her."

"It's another mystery," the Professor grumbled in his elegant way. "And not at a time we can afford it. If Jean cannot get her power under control, I fear . . ."

"Fear what?" Logan snapped.

"Fear," Charles repeated softer. "Just fear."

Night Time, Grounds, Xavier Institute

"C'mon', let's go."

The seven figures of the young mutants ran out into the night towards the Xavier Institute garage.

"Okay, so I rigged the doors for exactly three hours from now so that we can get back inside without detection, but the computer hack job I did only has a limited shelf-life before it expires because the program I created-"

"Petite." Remy cut Kitty off with a hand over he mouth. "No one else here is smart enough to understand what you' sayin, you. Jus' say you did it, and we'll all trust you."

When he removed his hand the mini-mutant sighed. "We desperately need some new nerds around here."

Gritting his teeth, Piotr steeled up his arms and forcibly lifted up the garage door.

"I sincerely hope we are not caught," the big Russian said dryly.

"Don' worry mon ami, we're all professionals here," Remy grinned, looking around at the contents of the garage. "Ooh," he stopped at a car. "Nice."

"That's Cyclops' car," Bobby said.

"Did you steal his keys?" Jubilee asked.

Remy shook his head pityingly. "Non, no need to make him suspicious." Deftly flipping out two small pieces of metal, he charged them and smoothly melted them together and inserted the new makeshift key into the ignition, starting the vehicle up. "Purr pour moi," he drawled, stroking the car lovingly.

"Yes, because he might get the wrong idea, like that you're not trustworthy!" Bobby said, voice dripping with sarcasm.

"C'mon lads!" Dazzler jumped into the back seat, pulling Jubilee in with her. "We're wastin' the lovely night, and thinkin' 'bout it too much will only make it seem worse than it is."

"Yes," Bobby dead-panned as they all fit themselves into the car. "This can only end well."

**COMMERCIAL BREAK**

* * *

><p><span>Hallway, Xavier Institute<span>

Logan frowned, following the scent to the door of Cerebro. Folding his arms, he leaned against the wall and grinned. "You ain't thinkin' a' tryin' to run the thing yourself are you, Jean?"

The redhead jumped. "God, Logan, don't sneak up on me."

Logan raised a brow. "You gonna tell me you didn't know I was here? You?"

"I was lost in thought," Jean smiled absently.

"Looks like you're feeling better," Logan noted.

"Does it?" Jean asked. "I guess from outside it's hard to tell. You can't imagine the inside."

"Hey, I know a thing or two about havin' a mind that won't cooperate," Logan protested. Jean smiled. "Yes, you do. I-"

Logan frowned as Jean froze. "What?"

Hole In The Wall, North Salem, New York

The bouncer frowned as the handsome boy in dark shades held up his ID. "Twenty-one, huh?"

"You can double-check it anyway you want, mon ami, it's one-hundred percent realment."

The beefy man snorted and let him pass, doing the same for the rest of the group, though he snorted at Bobby's ID.

"What?" Bobby muttered, as they walked into the packed, tiny club. He looked at his ID. "Fergus Buttman." He narrowed his eyes at Remy. "Really mature man."

_This Is What Rock N' Roll Looks Like by Porcelain Black Plays Over The Following Scen_e

"C'mon ladies, let's make the boys in here sweat," Dazzler encouraged, pulling Jubilee and Kitty onto the dance floor so they could grind and elicit hoots from the surrounding young men.

Piotr frowned disapprovingly. "I cannot say I feel entirely comfortable with this. I-"

"Hey," said a giggly redhead who looked to be about twenty-five, batting her lashes at the large Russian. "You want a dance?"

"I, well-" He flushed, looking over at Rogue and the remaining boys.

Remy flashed a wide grin. "C'mon Comrade, be a gentlemen and dance with the pretty femme."

Flustered but slowly smiling, Piotr allowed himself to be led away.

"Rogue?" Bobby offered his hand. Rogue swallowed, looking at his bare skin. "I'd better not," she shook her head. "Too many people around."

"We can stay off to the corner," Bobby pleaded. Rogue remained firm. "I wouldn't feel comfortable. You better go look to Kit, gal's sidlin' up to the bar. If she tries to order anythin' it'll blow all our's cover, since no one will believe she's more'n fifteen."

Bobby sighed, but glancing over his shoulder could tell Rogue was right. "I'll be back in a second," he promised, jogging off.

"Well, now that you've broken his heart . . ." a warm Cajun voice drawled in her ear.

"Don't even think about it Swamp Rat," Rogue snapped. "If I wouldn't dance with my boyfriend, what makes you think I will with you?"

"But I'm jus' so much more charmin' and lovable," Remy pouted elaborately. "Sides, I came prepared," he said, showing off his dark black gloves.

"No," Rogue said, but her voice wavered, and from the smile on Remy's face she knew he hadn't missed it.

_Country Girl by Luke Bryan Starts Playing_

"Oh, sorry, now you have to dance," Remy said, nodding at the DJ. "Otherwise you gotta give up your southern belle title."

"I, I do not-"

But with a smile Remy had grabbed her arm and was pulling her onto the floor.

The men surrounding Jubilee and Dazzler cheered and shouted and catcalled as the two underage girls danced provocatively with each other.

"God, I can't believe I'm doing this," Jubilee giggled excitedly.

"Believe it luv, you're doin great," Dazzler encouraged.

"Hey cutie, you want a private dance?" propositioned a man who looked to be in his late twenties, tugging on Jubilee's arm.

"Uh, no thanks," the little mutant said, immediately pulling back. The man smiled. "C'mon, just a dance, it'll be fine."

"I think she said no," said Bobby, coming over to place himself between Jubilee and the man.

"Oh, she your girl now?" the man raised a brow. "Maybe keep her from slutting up the floor then, while you're not here?"

"Isn't that just like a man who's hitting on girls way too young and out of his league: if they don't want to dance, it's because of another man, not how own lack of anything to offer," Kitty said loudly. Dazzler laughed, and Bobby whistled, and the man's face flushed red.

"Real nice, mini-bitch," the man snarled.

"Ooh, I'm hurt," Kitty sneered. "Why don't you go back to getting chewed out by whatever woman you're not paying child support to and leave us be, huh?"

The man pointed his fingers at his eyes and then at Kitty as he moved away, and she gave him the finger.

"I don't know how smart that was, he might go and report us now," Jubilee said anxiously.

"Yeah, but I'd be worth it luv, he's no good news," Dazzler patted the younger girl on the shoulder. She grinned over at Kitty and Bobby. "You two should have a dance together."

The two mutants in question glanced at each other and then away. "Uh, no," Bobby demurred. "I'll go find Rogue, ask her again. She doesn't like to dance though."

"Really?" Dazzler raised a brow and nodded across the room. "Because, seems like she's doin' it now."

Students' Dormitory, Xavier Institute

"Jean, will you hold up-" Logan jogged, panting, after the redhead.

"Can't you sense it?" Jean demanded, stopping and whirling around.

"I ain't psychic Jean," Logan reminded.

"But can't you smell it?" Jean pushed.

"Smell what? Can't smell anything."

Jean folded her arms. "Exactly."

Logan frowned, but followed her line of sight to the door of Kitty's bedroom. Sniffing the air his eyes widened, and he shoved open the door and flicked on the light, illuminating the empty bed.

"Oh, hell no," the Wolverine growled, quickly checking the other rooms at a sprint, swearing angrily at every empty bed he found.

"Logan, what's going on?" Ororo demanded, striding up the stairs. "I can hear you downstairs, you'll wake up the children."

"Oh, will I, Ororo?" Logan said with heavy sarcasm. "Are you sure?"

"What do you mean?" Ororo demanded. Logan gestured angrily at the seven open dorm rooms. "I mean our little angels decided to vamos in the middle of the night for some fun," the Canadian snarled.

Ororo paled. "And what makes you sure they left of their own free will?"

"They did," Jean said calmly. "They're a few miles out, at a club up north, and no one's especially scared or confused."

Ororo stared. "And how could you possibly know that? Even the Professor can't find someone at that distance without Cerebro."

Jean simply raised a lazy brow. "Because I can. Now come on. They aren't scared, but someone is definitely angry."

**COMMERCIAL BREAK**

* * *

><p><span>Hole In The Wall, North Salem<span>

Rogue laughed as Remy spun her around and then pulled her back in. "And where did you learn to dance?"

"This one's a man of mystery," Remy wiggled his eyebrows, pulling her in closer and Rogue scoffed. "That's your line, ain't it."

"I am!" Remy insisted, looking offended. "This one's dangerous, and deadly, and sexy because of it."

"There's that ego again," Rogue answered back, but shivered when Remy pulled her closer. "Remy-"

"Not gonna hurt you, chere," he insisted, pulling her back to his front so he could whisper in her ear.

"It's not me I'm worried about," Rogue said anxiously, pulling her face away from his warm breath, even as her treacherous body pressed itself closer to his, swaying with the music.

"Not scared of you skin," Remy purred into her ear, his breathe heating her neck as she arched into him. "Know what can happen. Think it's worth de risk."

"Remy-"

"Hey!"

Bobby plowed through the crowd, his cry causing Rogue to jump and push herself away from Remy. "What the hell is this?"

"Just dancin' mon ami," Remy said, his eyes guarded.

"Really, just dancing," Bobby's eyes accused Rogue. "Thought it wasn't safe enough to do that?"

"C'mon lads," Dazzler put up her hands. "We'll switch partners is all, me wif' this one, and you two love-birds together."

"Who asked you?" Rogue snapped, turning on the blonde.

"Oh, you're gonna fight with me now?" Dazzler raised a brow. "Over dancin' with a boy who ain't yours?"

"And how is it your business, Crumpet?" Rogue snarled, Wolverine in her voice.

* * *

><p>"Do you think we should go over there?" Jubilee asked Kitty. "I mean, it looks like they're really itching for a fight - not that we didn't see that coming, right? Kitty?"<p>

Jubilee whirled around, looking for her friend. "Kitty?"

But Kitty was gone

Garage, Xavier Institute

"I can't believe they'd do this," Scott groused as he followed Jean, Ororo, and Logan into the garage. "I mean, Bobby? Piotr? They're the two most responsible ones!"

"Yeah, the stick up Bobby's ass is almost as big as your own," Logan agreed, turning on the light.

"That's nice Logan, maybe next time-Oh, you gotta be kidding me!" Scott shouted. "My freaking car? Why is it always my freaking car?"

Logan winced. Then he grimaced. Then he bit his lip. But finally, the guffaw of laughter managed to get out.

"Oh, you would laugh," Scott narrowed his eyes.

"Ah, don't frown, bub, consider it a complement," Logan wiggled his brows.

"We have to hurry," Jean stated, her eyes wide. "Something's gone wrong."

Hole In The Wall, North Salem

"I just can't believe you would lie to my face-"

"Bobby-"

"Luv, don't-"

"You stay out of this, or-"

"You gotta somethin' to say, mon ami-"

"Stop calling me 'your friend', when you know damn well-"

"You guys, you guys!" Jubilee practically leapt into the middle of the Bobby/Remy/Rogue/Dazzler fray, dragging Piotr with her. "Kitty is missing."

* * *

><p>"Oh, God . . ."<p>

Kitty groaned, hear head swimming. Her eyes couldn't seem to focus, and she smelled something white and sickly sweet around her mouth.

"She wakes."

Kitty bristled at the voice. "You," she started to shout, and then coughed. Where was she? Some part of the club with no good lighting source.

"Yeah, I wanted us to finish up our talk," the man was saying. "Said some mean things to me, and I'd really like an apology."

Kitty's eyes were beginning to clear. "In your sick, sad little dreams. Did you-" she coughed again. "Did you choloroform me?"

The man was silent for a few minutes, staring at her. "I want an apology," he repeated.

Kitty shivered as her sight finally cleared, allowing her a better look at the man. She'd seen faces like his from men on the news caught and dragged off to prison as they stared out at the camera.

His eyes carried instability that was probably half due to drugs, and she shifted, trying to work up the strength to phase.

"My apology," the man repeated, cracking his knuckles.

"You're sick," Kitty spat. He hadn't tied her hands. Idiot. Clearly not any kind of criminal mastermind, just a low level violent thug who found it easy to push women around. Her fear was quickly replaced with contempt.

"I don't apologize to scum like you," Kitty shot back. The man's stupid face contorted. "You're gonna wish you hadn't said that," he snarled, finally lunging forward.

Kitty was ready. She snapped her foot up quickly, catching him hard in the jaw. It caused only a small grunt - drugs must have dulled some of his pain, Kitty decided - but she took the temporary reprieve to run straight through the man. Gritting her teeth she phased again, this time through the wall.

* * *

><p>"She's not in the bathroom, or by the bar," Rogue and Jubilee reported to Bobby.<p>

"Can't find her anywhere on the floor, and no one's dragged her to the men's room," Remy put in, half-panting.

"Okay, we'll have to go outside and circle the area," Bobby determined.

"What if someone's taken her into their car, and driven off?" Jubilee asked, her voice shaking.

"We'll find her," Bobby repeated, his own fists clenched tightly. "We'll-"

There was a loud shriek and Kitty phased out through one of the walls into the middle of the dance floor.

"Well that was easy," Dazzler remarked.

"Mutant!" The man careened out from a side door. "Mutant! The bitch is a mutant! She attacked me! She-"

With two strides Piotr crossed the floor and an iron-enforced fist silenced the would-be-attacker. "I apologize," the big Russian said courteously. "I could not help myself."

"Had to be done, mon ami," Remy agreed darkly, shifting his weight as the crowd pulled away from the seven mutants.

"I shoulda known you scum were freaks the minute you walked in," said the bouncer from the door, leading four others like himself to surround the young X-Men.

"Us scum?" Rogue challenged. "You let in men who attack teenage girls and we're scum?"

"Teenage girls?" The bouncer raised his eyes and Rogue winced. "Now we have something else to tell police."

"Merde," Remy swore. "We're gonna want to run, we." Remy's hand moved to the stack of cards in his trench coat pocket.

"Hands in the air," said the bouncer, pulling out a gun and aiming it at Remy, his four friends following suit. "Now, none of you move!"

"Any other good ideas?" Bobby muttered.

"Just one," Dazzler said, her eyes on the DJ. With one sharp whistle the sound in the speakers rocketed up to painful heights, and a blinding flash of light caused the five bouncers to fall back.

"Time to run," Bobby yelled above the pandemonium. "We-"

Suddenly, as if someone had pressed pause, the entire scene froze.

"Professor?" Rogue turned around, looking for Xavier.

"No," said Jean's calm voice. The redhead strode in, leading Logan, Scott, and Ororo. "You will follow Ororo out to the car. Now."

Sharing stunned glances, the young mutants silently filed out, either staring at or specifically avoiding their scarlet haired teacher.

"Jean," Scott breathed. "Did you know you could do this?"

The corner of Jean's mouth twitched with the beginning of a smile. "I do now."

"How the hell are we gonna handle them?" Logan jerked a thumb at the four bouncers on the floor.

"Take the kids out," Jean insructed. "I'll wipe everyone's memories of this incident, and put something else in their minds."

"Jean," Ororo gasped. "You can't mean-"

"Would you rather our kids go to jail?" Jean snapped. "That man who attacked them is a petty criminal with a history of rape and assault. They may have done a bad thing, but they at least picked their enemy well."

Scott reached for his fiance, but Jean pulled her hand away. "Go. I can take care of this."

The other three X-Men exchanged looks, but slowly, reluctantly, filed out of the room.

When they were gone, Jean strode up to Kitty's attacker and smiled a tight, angry smile. Golden-light blossomed in her eyes, and before her the man disintegrated as if by an invisible fire.

**COMMERCIAL BREAK**

* * *

><p><span>Front Hall, Xavier Institute<span>

"I know I said it before, but I'll say it again," Dazzler said to the gathered mutants sadly. "I really am sorry."

"It's not your fault," Jubilee demurred. "We all agreed to go."

"I guess you're all gonna be in the dog house for months though, yeah?" Dazzler winced.

"Yeah, extra Danger Room sessions for a month," Kitty sighed. "It's the boys right now, and once they're out we go back in."

"I really do feel so bad," Dazzler bit her lip. "I mean, you could have . . . if anything had happened to you . . ."

"It's okay." Kitty hugged the blonde Englishwoman. "You were right there helping us fight them. And I know the Professor would forgive you if you really wanted to stay."

"Nah." Dazzler shook her head. "Too much excitement for me. You all live such dangerous lives, even goin' out for a night. Can't imagine my light show would be much help to you all in a pinch."

"Oh, don't sell yourself short," Jubilee hugged Dazzler. "You were great."

"Thanks, luv," Dazzler accepted. Looking over the younger mutant's shoulder she nodded. "Think if I went and said goodbye to her she'd knock me out?"

Kitty and Jubilee turned to where Rogue was sitting with a book.

"Nah, she knows we'd be mad," Jubilee answered.

Dazzler nodded again at the two girls and made her way over to the brunette and platinum haired mutant.

"Hey there," Dazzler said. "I know you may be still right ticked off at me, but came to say sorry for gettin' you all in trouble."

Rogue swallowed, slowly looking up from her book. "It's fine," she conceded, moving over so Dazzler could sit down.

"I'm real sorry if I caused you problems for you and your boy," Dazzler explained. Rogue shrugged, looking away. "It's fine."

"No, it's not, is it?" Dazzler said softly, getting the southern mutant to look up. "Look luv," Dazzler said carefully. "Back home I had a mate called Jess, yeah? And she had a boyfriend she'd been with for a while, who was real nice, and she really cared about. But there was this other guy, and as nice as her boy was, she just kept getting pulled over to him, and-"

"Is there a point to this?" Rogue cut off.

Dazzler stared at the girl's stubborn face for a moment. "Everyone can see how you look at him, and act around him. It's not a secret. If you've fallen for another bloke, that okay, but you owe it to yourself and both fellas to admit it."

Rogue bit her trembling lip. "That's your wonderful advice."

Dazzler shook her head. "Look luv, I'll be gone soon, and you can do whatever you want. But just ask yourself if you'll really, truly be able to stay away from the one you really want. Really."

Lower Levels, Xavier Institute

"How much longer do you think we will have these extra sessions?" Piotr asked heavily as the three boys exited the Danger Room.

"Keep complainin' about em and it'll only get longer," Logan said with a wolfish grin.

"I'm sure you say that to all the femmes, oui?" Remy muttered, tired but still managing a rakish smile.

"Kid, I'm gonna kill you," Logan said, as if to a very small child who still hadn't grasped his times tables.

"Oh no, what a bad thing that would be," Bobby mumbled. "I-"

Kitty, Rogue and Jubilee strode up to take their places in Logan's care, and Bobby swerved to Kitty's side. "Hey, how, how are you feeling?"

"I'm fine," Kitty said, slightly frowning.

"Are you sure, because I just really want to make sure, I mean I know you-"

"Not here, Bobby," Kitty hissed.

"What do you mean?" he asked, confused.

"I mean," Kitty lowered her voice, "that you've been more than just friendly about asking me that question, and it needs to stop."

"But I-I'm just worried about you-"

"No, it's more than that, and if Rogue weren't so guilty about her and Remy, she'd be furious at you and at me," Kitty explained heatedly. "I know you think you're just so good, but right now you're not being a good boyfriend to her, or a good friend to me." And with that Kitty strode into the Danger Room, leaving a stunned Bobby outside.

Hallway, Xavier Institute

_Jean Grey._

Jean froze, shivering at the voice in her mind. "What is it? What do you want?" she demanded.

_Jean Grey._

"What do you want!" the redhead exploded.

_Help us . . . help us . . . save us . . . save us . . ._

"Help you how?" she asked the absent voice. "Who are you, how can I help?"

_Help us . . . help the Sh'iar . . . save the Shi'ar . . ._

Students' Dorms, Xavier Institute

The door opened slightly creaking, waking the red-eyed mutant from his sleep. He pushed himself up by his elbows, his bare chest heaving, as he tried to toss his long hair away from his face. His eyes widened as the girl before him moved in like a wraith.

"Rogue," he breathed. "How the hell-"

She placed a bare finger to his lips and he stilled immediately, scarlet eyes wide. She buried her hands in his hair and kissed him and he moaned, arms instantly going around her, pulling her down with him onto his bed, kissing her hard, pulling her in close, drinking in her moans.

"Remy," she gasped.

"Say it chere," he pressed, trailing kisses down her neck. "Say it."

"I . . . I . . ."

"Say it," he said, a growl now in the back of his voice, his accent thickening. "Give yourself to me. Want you. Say it. Mine. Say it-"

"But you can't have her," said a chorus of voices with thick Louisiana accents not his own. "Because your soul belongs to us, Diable."

With a gasp Remy's eyes opened, his body arched in arousal and terror, panting, sweating, eyes searching the room, heart beating in unnatural time.

**END OF EPISODE**

**PROMO FOR NEXT EPISODE: **_A new mutant comes to the school, as does a terrifying new threat. Secrets are revealed and concealed._


	5. Chapter 5

**Season One, Episode Five: Shaman of Steel**

Concho, Oklahoma, BlackFox Residence

"Damn."

The sixteen year old bit his full lip, turning the tiny battery over in his hands as he picked up a second tool to try to fix it to his satisfaction. Muscular and lean, with a strong jaw and warm brown eyes, he was the kind of handsome that drew feminine eyes which he never guessed were looking his way. With his short, curly black hair, big jug ears and proud nose on which balanced a round pair of glasses, he looked like Hollywood's image of the adorable geek.

"Okay Sid, so I've got your clothes packed, your toothbrush and all that, and I've left you one, just one suitcase for whatever gadgets you want to bring," his mother announced, bustling into the room. She sighed, rolling her eyes when they landed on her son. "Are you listening at all?"

"Yeah, Mum." He nodded, glancing over his shoulder. "Just want to finish this before I go."

His mother smiled indulgently. "And what is it this time?"

"A better battery than the one you have for the smoke alarm, I don't want it messing up while I'm gone," he explained.

His mother put a hand on his shoulder. "I'm less worried about the smoke alarm, and more about this silence between you and Grandpa."

Sid looked away. "I'm not the one refusing to talk."

"Think about it from his perspective," his mother implored, sitting down beside her son. "You're going away, to an academy for mutants, and he's losing not only his grandson, but the one person he's passed on his wisdom to."

"I'm not leaving permanently," Sid tried to explain. "I'll come back, it's just school. And it's not like I won't be able to come back here and open up the shop I want, or like I'll forget everything he's shown me. He's acting like I'm abandoning my people or something."

"Well, to him that's what it feels like," his mother said. "Put yourself in his place: he's part of generations of men and women trying to keep the traditional ways alive and each year more and more people move away. And you- you could get a great job or make a new career anywhere in the country, and then-"

"And so what, I'm just another medicine man in the line for him?" Sid demanded.

"No, baby." His mother smoothed his hair. "You know he loves you. I'm just trying to explain why his pride makes it hard for him to admit letting you go is scaring him. Please, just try and talk to him?"

Sid sighed and nodded. "Okay."

He found his grandfather in the backyard, a cowboy hat on the man's head, an old style tobacco pipe in hand.

"Grandpa?" Sid tried, walking up behind the old man. "Can we talk?"

His grandfather merely continued staring at the setting sun.

"You know," Sid put his hands in his jean pockets, "I'll still be back. And you can keep teaching me when I am. I won't forget it, or you. And I'll call . . . it'll just be like boarding school."

The old man's face remained unmoved.

"Grandpa, I promise, I'm not abandoning you, or here. I just . . . need to be around people like me for a while . . . around mutants."

His grandfather raised the pipe to his lips. Sid set his jaw.

"Fine," he sighed. "I'll be inside if you feel like talking."

Just as he turned his back, his grandfather spoke. "You won't be back," the old man stated. "Not for a long time, and not to stay. You'll find yourself new people." The old man huffed a bitter laugh. "New tribe, new clan. New nation. You'll get swept up in a tide of change that's coming like a tornado, and it's all centered around that school."

"You're gonna use the excuse of a vision to try to scare me away from going?"

His grandfather turned around to look straight in his grandson's eyes. "Don't mock me, kid. I'm an old man, but I'm not senile. We've got a whole group of new people sprouting up, which means new weapons for the ones who think they're going extinct. That means a whole lot of fighting and a whole lot of dying. You're headed straight into the eye of the storm, buckaroo. I don't need to scare you: that storm will do it just fine."

An Undisclosed Location

"And we're sure they're operational?"

"Well," laughed the blonde scientist known as Bolivar Trask uneasily, "that will all depend on a field trial, won't it?"

"So you're saying you can't guarantee that you've done it correctly?" said the man next to him. Wiry and muscular, with an unreadable face, he was dressed in the sleek suit of a government agent. Two bodyguards flanked him on both sides.

"I am saying," Trask sighed, placing his hands on the desk in front of him, "that exact science is not an exact science. I've programmed them to all the correct specifications, but the government should know by now that when it comes to mutants, you can't always predict how things will react."

"Funny, Dr. Trask. I though predicting how these things would react to mutants was your job," the man said silkily.

"Hey," Trask laughed again, cynical, "if the Commission on Superhuman Activities wants to find another scientist with my expertise, be my guest. I'm all too willing to let another specialist take my place. You can put that on your assistant's little clipboard Mr. Gyrich."

Mr. Gyrich laughed. "Oh, no Dr. Trask, not what I meant at all. We're all in too deep now for any of us to pull out."

"Oh, ominous, I love ominous," Trask said with heavy, exuberant sarcasm. "Almost as much as I love vague, covert, and secure, all those wonderful things you inject into all the projects the government wants done about mutants."

"I'll make sure you get continual doses," Gyrich said drily. "In the meantime, if a trial is what we need, then a trial is what we'll set up. I know just the operation for a test drive since we have a mutant government operative situation we haven't cleared up yet." Gyrich slapped a hand on Trask's desk. "So pick out your first volunteer Doctor, and we'll send him to school."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Introducing: Rudy Youngblood as Sid "Forge" BlackFox

Guest Starring: Liam Neeson as Henry Gyrich

Alan Tudyk as Dr. Bolivar Trask

And Graham Greene as Grandfather Naze

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>Library, Xavier Institute<span>

"He's sitting alone, Jubilee, it's our duty to go over and bring him here."

"Our duty?" Jubilee asked skeptically.

"Yes, our patriotic duty as American citizens to make sure he isn't sitting alone, now come on." Kitty grabbed Jubilee's hand and pulled the other girl over to where the newest Xavier student was sitting curled up with a book.

"Hello," Kitty said brightly, "you are Sid, yes?"

The boy looked up from behind his round glasses. "Uh, yeah, that's me."

"Good," Kitty said. "Well Sid, myself, Kitty Pryde, and Jubilee here, have come over to capture you and drag you, willing or unwilling, over to our table of fun and joy and snacks. Jubilee, take an arm."

"What?" Sid looked unsure if he was meant to be intimidated by the two tiny teenage girls tugging him towards their table. "Is this some kind of hazing thing?"

"Yes, totally," Kitty said gleefully, sitting him down at the large table and plopping into the seat next to him. "Sid, meet the coolest group of people at Xavier Institute."

"Petite, now what you gone and done to the poor boy?" Remy drawled lazily from where he sat lounging over two chairs, a book carelessly abandoned on the table. "He's already got that look a' shock on his face, him."

"I've been kidnapped," Sid informed the Cajun.

"I know the feelin'," Remy shook his head mournfully. "Dese ladies, they always harass this one, tell him what to do, and because this one's a gentlman, he always follows, him."

"Except the one whose commands you follow is Rogue, and her commands are always to stop whatever you are doing which is always something decidely UN-gentlemanly," Jubilee rebuted.

"Lies, all lies." Remy waved the allegation away with an elegant gesture. "Don' believe a word they say," he instructed Sid.

"Hello, my name is Piotr." Piotr looked up from his book to offer Sid a hand. He had been waiting patiently for a chance to introduce himself. "If these three ever get to be too much for you, you can come and visit me and we'll comiserate."

"Thanks, Piotr, I will," Sid answered.

"Tin Man here keeps us all grounded," Remy offered.

"Tin Man?" Sid questioned.

"That is his and Professor Logan's nickname for me," Piotr pulled himself straight. "If someone wishes to call me other than Piotr, I prefer Colossus."

"Oh, like your X-Men name." Sid nodded. "Does it mean something?"

"Yes," Kitty burst in, glad of another chance to speak. "It's because his mutant ability is to make an entire skin of natural metal when he wants too."

"Slow down, Petite, your mouth will run off you' face," Remy teased.

"Wow," Sid said. "I'd, um, if you'd let me see that sometime I would be grateful, I mean if it's not rude or anything? I'm just really into technology, so . . ."

"Certainly," Piotr nodded his head courteously.

"Oh, and here comes the rest of the crew," Kitty said excitedly, as Bobby and Rogue strode over to seat themselves side by side at their table. "Sid, this is Bobby and Rogue. Rogue, Bobby, Sid."

"She kidnapped him," Remy informed. "Like you ladies do."

"Us ladies? Please," Rogue scoffed.

"You did," Remy smiled slowly. "When I was gon' leave my first day here. Captured me and dragged me back."

"Don't you start," Jubilee warned, looking to Bobby, who was frowning. Catching her watching him he shook himself slightly and offered a hand to Sid across the table. "Bobby Drake, or Iceman," he explained, icing his hand just lightly.

"Oh, wow, that's amazing," Sid marveled. "Does is last longer than normal ice?"

"I'm always asking him that," Kitty put it. "I think it might have a greater density than normal ice because of his mutant ability. See, his mutant ability at a molecular level would have to involve-"

"-Pushing the molecules apart, but forcing them to do it suddenly," Sid broke in. "Would involve pulling more molecules in and-"

"-Increase the density of the ice!" they finished together. Sid smiled, flustered.

"Oh wonderful, Nerd Love," Remy put a hand on his heart. "Bondin' over sexy science."

"No need to mock them, you ain't as much of a charmer as you think you are," Rogue sassed.

"I never mock at love," Remy said, his eyes focused intently on her's. "Mos' powerful thing out there, and that's for true. Stronger than mountains, more delicate than a spider's web."

"Speaking of delicates, I keep finding your boxers in the shower," Piotr said in his no-nonsense manner. "Please pick them up or I will be forced to reveal them to our friends here in all their hot pink glory."

"What?" Remy said with injured dignity in answer to the snickers. "This one is secure enough in his masculinity to pull off pink like a real man."

"Okay, okay, new subject." Jubilee put up her hand. "Sid, if you don't mind, do you want to share what it is you do?"

"Do? Oh, you mean, like my mutant power," Sid comprehended. "Well, I didn't find out I was a mutant until recently, because mine's . . . strange. For a while my parents thought I was a genius, until we realized it was just in one place, and went to a doctor for the test. Anyways, it's machines and technology . . . they speak to me. Not with words! Just . . . I understand them, and I can build just about anything with them. It's a sense, like just knowing what you can make with any little piece of metal or wire, like . . ." Sid realized he was getting too excited, and trailed off. "Well, it's not really that cool I guess."

"No, I think it's wonderful," Kitty said enthusiastically. "Have you thought up a code name for yourself? Since we'll be in a Danger Room session soon?"

"Uh, yeah," Sid grinned. "I kinda like 'Forge'."

Teacher's Dorms, Xavier Institute

_Jean Grey._

Jean put down her hairbrush on her dresser with shaking hands. "Okay," she whispered. "I can hear you. Now tell me what you want, or leave me alone!"

With a sizzling crack the lightbulb in her lamp shattered.

_We need your help._

"Help to do what? Who are you?"

_We are the Shi'ar. Aid the Shi'ar._

"But what are the Shi'ar?" Jean demanded.

_What are humans?_ the voice answered infuriatingly.

"Well where are you, how can I find you?"

_We will find you._

"Where are you from?"

_Far away._

"So when will you get here?" Jean asked, unsure whether to laugh or cry at herself.

_Soon._

Hallway, Xavier Institute

"Bobby? Bobby?" Rogue folded her arms tighter around herself, wishing she was the kind of girl who could just tug on her boyfriend's arm, without the horrible fear that somehow she would slip up and hurt him. "Is there a reason you're bein' so quiet?"

"Nope, nothing at all," Bobby said, looking away. "Though I guess if you compare me to some people who never stop talking, I could be too quiet."

"What, Kitty?"

"No, not Kitty," Bobby spat. "You know who I mean."

"What, Remy?" Rogue laughed nervously. "Well, he's not here right now, but-"

"But it feels like he is," Bobby cut off.

"That's just silly, Bobby-"

"No, it's not," Bobby said, raising his voice. "You say he's annoying, you say you don't like him, yet you smile at his jokes when he's not looking, and- and you stare at him across the table, and everyone sees how he looks at you-"

"What he does doesn't matter," Rogue snapped. "It's what I feel, what we feel, that does."

"Yeah," Bobby smiled bitterly. "And that's what I'm worried about."

Rogue pulled back. "Hey, if you have a problem with me Bobby Drake, then say it. If you don't trust me, if you think I'd rather be with him-"

"Well, would you?"

Rogue opened and closed her mouth. "I . . . I can't believe you're asking me this!"

"Yeah," Bobby said, shaking his head. "That's what I thought." He turned and walked in the other direction.

"Bobby," Rogue called after him. "Bobby!"

"Something up?" Rogue half jumped when Jubilee appeared behind her.

"No, nothing," Rogue mumbled.

"Are you sure-"

"I said nothing!" Rogue repeated. "I have to go."

Jubilee watched her friend walk away, frowning.

**COMMERCIAL BREAK**

* * *

><p><span>Danger Room, Xavier Institute<span>

"So the rest of your family is back in Russia?" Sid questioned, stretching awkwardly in his new fight suit.

"Yes, I will see them if they come for a visit, or I will try and visit them at Christmas," Piotr answered. "You also have family back home?"

"Yeah, back in Oklahoma," Sid said, swallowing. "My mother and my grandfather."

"Sid! Forge!"

Sid turned and smiled as Kitty raced up to him. "Okay, so I found out today from that they are making a movie based on Firefly! And of course we have to go see it as soon as it comes out. And, today after our session, we can go down to the science lab, and Dr. McCoy said he'll let us work with him on some of his experiments!"

"That's great!" Sid said. "Then we-"

"Hey, we're getting ready to start," Bobby stated.

"Just a second Bobby," Kitty dismissed.

"Look, I know you're so excited, but we have to get ready, you know, Danger Room session?" Bobby said more firmly.

"Yes, sorry," said Sid.

"What the hell was that?" Kitty hissed to Bobby so Sid couldn't hear. "He's new, even Logan is cutting him some slack, why can't you?"

"I'd say you're doing more than enough to make him feel at home," Bobby said spitefully.

"What . . . are you jealous? Because you have no right to be, considering you are still with Rogue. Seriously Bobby, green is not your color."

"Okay, line up now," Logan proclaimed and there was silence as everyone obeyed. "Sid here is new, so we're gonna work on some teambuilding as a class. I want you all to work together against whatever comes up-"

"What will come up?" Jubilee interrupted. Logan smiled ferally.

"That's the point," he answered. "The objective here is simple; protect your teammates. Any one of you falls, everyone loses. Get it?"

The class nodded.

Logan pulled Sid aside, taking a bag from his shoulder and unzipping it. "Kid, I know your thing is mostly building, but can you handle combat or use the weapons?"

"My brother went into the military, sir, taught me some stuff before he left," Sid confirmed. He reached into the bag and picked out a shotgun and a belt full of ammo.

"You know how to use a Remington, kid?"

Sid swiftly loaded the shells into the magazine of the gun, released the slide and checked the chamber.

"Good," Logan grinned with the acknowledgement of a fellow. "He teach you to shoot it?"

"No, sir," Sid said, looking away. "He and my grandfather didn't part well, so it was my grandfather who showed me how. Hunting."

"Well I think you'll hold up fine," Logan said, patting the boy on the shoulders before taking a deep breath and yelling up, "Hank?"

"Yes Logan?" came the reply over the Danger Room intercom.

"Let's play ball," Logan cried, before backing away with an evil smile.

"Oh, there's no way that will be good," Kitty groaned.

The session went into effect and a variety of cannons and self-firing guns sprouted from the walls.

"Everyone form a circle!" Bobby cried, and the team rushed together, facing outward and stood on guard.

"I think they're ready, Hank!" Logan called.

"So they are!" cried the blue mutant over the com, and ten seconds later a ball of fire was streaming towards Kitty and Jubilee. Bobby iced the projectile before it could hit, and Kitty grabbed her friend, phasing both girls as the icy globe passed harmlessly through them.

There was no time to congratulate each other, as a second gun was shooting some kind of steel rockets at the other half of the team. Remy charged four cards and loosed them, quickly blowing up one, while Piotr steeled his body and deflected the second with his shoulder, jumping back as it exploded inches from him, throwing him out of the circle. His metal skin stayed on him just long enough to prevent him from being 'killed.'

Sid cocked and fired his shotgun at the rocket-launching gun itself, and after two shots managed to bring it down.

"Look out!"

As soon as Sid had targeted the actual gun, all the other guns in the Room zeroed in on the mutant-mechanic. Kitty dove for him, managing to grab his ankle and phasing them both just in time to avoid being shot, exploded, or burned.

"We all gotta take out the guns," Bobby yelled. "Let's have everyone guard someone else while one of us fires!"

"Good plan," Piort answered in his deep voice, before stepping in front of a nasty, three-pronged javelin meant for Jubilee. "You fire, and I will buy you the time," he offered politely.

"You got it," the little mutant agreed, aiming a burst of plasma at the canon which had just tried to take her down.

"Bobby, look out!"

Kitty wrapped her arms around him just as a rain of bullets was about to eliminate him from the session.

"Thanks," he breathed heavily, smiling at her over his shoulder.

"Don't mention it," she grinned back. "Let's focus!"

Sid fired another well aimed shot at some kind of eye peeking out at him from the bottom of the wall. He didn't have time to prepare for the dart zooming at his neck from another source.

Like a streak of lightning, a charged staff exploded the dart seconds before it would have taken him down, and in its place was a smirking Cajun twirling his bo staff as he slid into a crouch.

"No need for thanks mon ami," Remy said. "I-"

"Damnit Remy!" With a hard roundhouse, Rogue shattered a syringe-missile aimed at his back. "Stop flirtin' for a second, it'll get you killed someday."

Remy answered with a twist of his bo staff, stopping a bullet aimed at Rogue's head, and inserting himself into its place, inches from her face. "Again: sometimes that risk is worth it."

"You're ridiculous," Rogue shot back. "Swamp Rat."

"And you like it, River Rat."

After a good half an hour, Logan decided they had had enough, and stopped the session.

"Now you all did well," he said. "Some pointers though . . ."

"Hey."

Remy looked over his shoulder at the source of the whisper. "Iceman? You got pointers too."

"Just one," Bobby replied. "Stay away from Rogue."

Remy raised a brow. "I think the lady can take care of herself, non?"

"I said, stay away."

"How about you take Kitty, like you want, and I'll take care of Rogue like a man, oui?"

Remy saw the punch coming and took it anyway, using it as an excuse to kick Bobby's legs out from under him and whip out his bo staff. Bobby iced the ground beneath Remy's feet, and leapt on top of the other boy, pummeling him with his fists.

"Hey, hey hey!" Logan stormed over to rip the two boys apart.

"He threw the punch, sir," Remy accused.

"Oh, everyone here would agree you deserved it!" Bobby shot back.

"Both of you!" Logan thundered. "Shut up! Everyone else, leave. I think Gumbo and Iceickle here are saying they want a double round."

"This has to be resolved," Jubilee murmured to Piotr as they left with Kitty and Rogue. "We're supposed to be X-Men, not the OC."

**COMMERCIAL BREAK**

* * *

><p><span>GreenHouse, Xavier Institute<span>

"I always find that working with plants calms one down," Ororo said, smiling as she used her powers to gather moisture around one of the plants in the greenhouse. "Just sitting with nature is such a way to clear your mind."

"My grandfather, Naze, says pretty much the same," Sid offered, lifting a watering can to lightly sprinkle a bed of flowers.

"He sounds very wise then: to my biased opinion." Ororo smiled warmly.

"I'd hope so, since he's a medicine man and all," Sid half-laughed.

"Medicine man?" Piotr questioned, lifting a heavy potted plant with characteristic gentleness to move it more into the sun.

"You know, like a shaman, priest for a tribe?" Sid explained.

Piotr nodded. "Oh, yes. One of my uncles was from Siberia, he knew a man like that."

"We got 'bout a thousand of 'em down in N'Awlins," Remy supplied, his gloved hands moulding the soil around a small tree that would soon be transfered outside. "Knew one special woman, Tante Mattie. Voudoun priestess, healer, and one of the best right hooks in the French Quarter. You grow up with her you knew magic was no joke."

"Magic?" Bobby spoke, for the first time since the boys had been brought to cool down under Ororo's firm care in the greenhouse, with faint derision. "You believe that, huh?"

"Ain't a matter of belief, mon ami," Remy said lightly. "You see it happen, some little old woman who all of a sudden has the strength of ten men and can cure what stumped every doctor in the city, and you know it's real, you."

"But that isn't necessarily magic," Piotr argued with his cool, logical precision. "That may be the strength of hypnosis, belief, or mutation."

"Nah, mutation is somethin' new, this is somethin' old," Remy shook his head. "Similar, but different, somethin' that runs through everyone's viens like blood. Look over at our Professor there-" He smiled at Ororo. "She's a loa, goddess, that's for true, and she can make these plants sing even if it ain't in her mutation. There's still some things yet we don't understand, us."

"I, uh . . ." Ororo swallowed, and for a split instant the air in the room heated, then cooled back to it's normal temperature, "Sid, your grandfather, he sounds . . . I'm sure he taught you many things."

"Yeah." Sid nodded, a small smile playing around his lips. "Right before I left, when I started talking about the school, he kept repeating to me the story of the Sacred Arrows."

"What's that?" Bobby asked, his curiousity enough to push him out of his self-imposed silence.

"Old Cheyenne medicine. The Maahotse - the Arrows - is a medicine bundle that gives spiritual power to the tribe. It was given by the prophet Sweet Medicine to the people as a gift from Maheo, the Creator. They were stolen in 1830 in a raid against the Pawnee led by a warrior called White Thunder. Before I left Grandfather just kept talking about how it was all because White Thunder went into battle without the ceremonies, how he didn't honor the traditions, how you get beaten without going back to your source." Sid swallowed, clenching his fists, eyes narrowed at the glass wall of the greenhouse. "I think he was trying to tell me, like, I was abandoning my source by leaving, by not staying back to study under him, maintain the traditions. Like I-" Sid stopped, turning his head away and breathing deeply to calm himself.

Ororo came over to lay her cool hands gently on his shoulers. "No one has the right to demand you stay behind for their ways if you choose to go forward. That's not a fair choice to put to someone who is still just figuring out their lives, and who needs time. Believe me, I know. I really do."

Sid looked up into her brown eyes. "But what if he's right? What if I'm . . . gonna pay for abandoning my people?" Ororo looked away. "Or what if he's right that I never go back home?" Remy shifted and busied himself with his work. "Or what if I do go back, and take up his position, and do what I planned to do with a shop, and I'm not good enough? I mean, I'm not him! What if I screw it all up and everyone blames me?" Bobby played with his fingers. "What if-"

"Shh." Ororo placed a finger on his lips. "You're a sixteen year old boy. You don't have to have all the answers. Life wouldn't be a journey worth anything if you did."

Gym, Xavier Institute

"Explain to me why we're working out after a Danger Room session?" Jubilee questioned.

"Because women like to torture our bodies. God, this is simple stuff." Kitty mock-rolled her eyebrows. "And so some of us can work out our sexual frustration and angst over choosing the right guy."

"I am not sexually frustrated over choosing the right guy!" Rogue protested.

"I was actually talking about me, hun," Kitty supplied after a second of awkward silence. "About how Piotr has yet to ask me on a date but I know he likes me, while Sid likes me and I know I like him, but is it too soon?"

"Oh." Rogue blushed a deep magenta. "I'll be in the bathroom."

"So, what do you think?" Kitty asked, as Rogue closed the bathroom door.

"I think you need to tell her what's going on with you and Bobby," Jubilee said flatly.

"What now?" Kitty pulled back.

"Don't, please," Jubilee pleaded. "Don't deny it. I've been watching it all for almost a month now. And I know you well enough to know that if you're not confronting Rogue over her obvious interest in Remy like the in-your-face, tell-it-like-it-is gal you are, then it's because you are hiding something."

"Jubilee, keep your voice down!" Kitty hissed.

"C'mon, don't lie to me," Jubilee said, exasperated. "We've got enough drama coming through here in the form of killer cults and out of control mutants, we don't need to add on any more. I'm actually beginning to miss the killer cults."

Kitty crossed her arms. "Bobby kissed me. Out of nowhere. I literally just walked up to him, and he did it, and then made me promise not to tell Rogue. So there."

"And now you have to tell her."

"What?"

"You do," Jubilee repeated steadily. "One, because you are a good friend to Rogue. Two, because you are a good friend to Bobby, and the boy isn't meant to keep secrets, he's just too upstanding for him to be good at it. Three, is you are also Remy's friend, and he needs some kind of closure as to whether he can ever really get with Rogue or not. Oh, and four, you are my friend and this whole damn thing is driving me up the freakin' wall! So there you have it, one, two, five, no, four, four reasons to tell her."

"Yes, yes, nobody expects the Jubilee Inquisition." Kitty rolled her eyes. "Fine, okay? Now do you want to be here when the screaming goes down, or do you want to meet up later."

"I'll go thanks," Jubilee said smugly. "My work here is done."

* * *

><p>"Hey Wolvie!"<p>

"Oh God kid." Logan set down his weights and rubbed his forehead. "I just had to deal with Cajun and Icecube fighting, please not now with the nicknames."

"You give everyone else one, only fair you get one too," Jubilee said unmercifully.

Logan made a sound that was a cross between and growl and a moan.

"You should be thanking me," Jubilee stated. "Soon everything will be out in the open and all this drama nonsense will be over."

"Why, is the Cajun gonna leave?"

"Logan! That's not nice," Jubilee chastised like a mother.

"I'm not a nice guy," Logan smiled ferally.

"Yes, yes you are," Jubilee asserted, following him outside where he poured a bucket of water on himself. "You just hide it under bared teeth and lots of hair."

"Kid, you-"

Logan frozed, and sniffed the air.

"What is-"

"Shh!" He held up a hand and Jubilee went silent.

"Something's out there," he said under his breath. "Go inside, alert the team."

"But shouldn't you-"

"Kid, now!" The Wolverine ordered.

Jubilee nodded and ran inside.

"Okay, bub," Wolverine growled. "I'm fresh out of patience for games."

Library, Xavier Institute

"Professor Summers!"

Scott looked up from where he was aiding a student with his physics homework. "Yes, Jubilee?"

"It's Professor Logan," Jubilee panted.

"Yes, what has 'Professor' Logan done," Scott said with a half-smile.

"He sensed something on the grounds and went to investigate, he said to tell you."

"Of course he went off alone, why wait for the team," Scott groused. "Okay, good job Jubilee, I'll handle this."

Flipping out his cell phone he dialed Ororo's number. "Storm?"

"Yes Scott?" Ororo's calm voice answered.

"Can you bring all the kids inside? We may have an issue."

GreenHouse, Xavier Institute

"Of what kind?" Ororo asked over the phone while motioning for the boys to form a line behind her and follow her out of the greenhouse and towards the school.

"I don't know," Scott answered, an air of disdain in his voice as he supplied, "Logan ran off by himself to check it out as usual."

"Scott, you have to learn to accept who Logan is and integrate him into the team especially since he's- knocked out."

"Knocked out?" Scott chuckled. "Is that some kind of saying from Cairo or Kenya that I don't know?"

"No, Scott. Logan, I found him," Ororo explained hurriedly. "I have to go."

"No, Storm wait don't break contact! Damn it!" Scott swore as Ororo hung up. "The rules are in place for a reason you know! Why does no one follow the rules!" he screamed at the phone.

Scott realized after a moment that the entire library was staring at him.

"Uh, I apologize," he said awkwardly. "Just everyone please, stay here!"

Walking out of the room as fast as dignity would allow, he loudly thought to Xavier.

_Professor, something's wrong on the grounds._

Grounds, Xavier Institute

"What's wrong with him?"

"I do not know," Ororo said, and despite herself there was a faint tremble in her voice. "He appears to be unconscious, but Logan usually recovers more quickly from these sorts of injuries."

"We'll carry him inside," Bobby offered.

"Yes, that would-" Ororo began.

The sound of heavy metal and impossibly large footsteps rang out over the grounds. Ororo swallowed hard.

"Remy, Piotr," Ororo said in a soft but commanding tone, "grab Logan's arms. Sid and Bobby, his legs. Carry him inside and down to the MedBay immediately."

"What about you?" Sid demanded.

"I will follow," Ororo explained. "But I want myself between you and whatever is making it's way towards us."

"But-"

"I said now!" Blazing white eyes rounded on the four teenagers, and with just a few glances exchanged between each other, they obeyed.

"Now," Ororo said, turning towards the advancing sound, "let's see who's come uninvited."

Front Door, Xavier Institute

"Storm? Storm, where's Storm?" Scott demanded of the four boys who'd dragged Logan's body into the front room. "I said go stay where you are!" he barked at the students who had filed in to watch.

"She stayed back to fight whatever it was that's out there," Bobby supplied, panting as they laid Logan down on one of the Rec Room couches.

"Goddamnit," Scott swore. "Okay, I'm going after her. Get Logan to MedBay and wait for Jean and the Professor to come down. Whatever happens do not, do not follow me outside unless I tell you!"

"Yes, sir," Remy grunted, trying to lift Logan again. Scott bit his lip and ventured outside.

* * *

><p>"What the hell is goin' on? Oh my God, Logan!"<p>

"He's okay, chere," Remy soothed as Rogue ran over to kneel beside the large Canadian. "I mean, he's breathin' and all that. Not sure how he got knocked out or why he ain't healin, though."

"That's two down," Bobby said grimly as Kitty and Jubilee joined them. "Picked off Logan, Storm's out there alone, now Cyclops-"

"No!"

At the defening sound, everyone rushed to the windows to look outside.

"What the-"

"Oh my God."

"No." Sid shook his head. "No way."

Practically shaking the whole of the ground, the enormous creature stepped into view of the school's terrified students. A gigantic metal monster, standing three stories tall, the creature reached out an arm to point at at a flying figure which seemed impossibly small compared with its fist.

"Storm," Kitty whispered in terror.

Storm ducked a red blast from the creature's arm and summoned a bolt of lightning, aiming it at the robot's face.

It bounced off the creature's face and was ignored as it raised an open palm.

"Hostile mutant will stand down," it stated in an animatronic voice. A barely visible wave of energy blasted the white haired weather-witch and she grabbed her head in agony, desperately trying to regather her breezes around her as she fell to the ground.

"No!" screamed Jubilee.

A blast of red hit the monster on the other side of it's head, and it turned towards the sprinting figure of Cyclops.

"Hostile mutant detected," the creature spoke again. "Stand down."

Cyclops fired another blast at the metal monstrosity, which shook slightly for a moment, before recovering. Pointing a heavy finger at the mutant, it emanated a piercing shriek which caused everyone within range, including the students within the school, to cover their ears and scream.

When the sound had subsided, Cyclops was lying motionless on the ground.

"We have to do something," Kitty stated, her tiny body shaking.

_Students._ The Professor's voice echoed inside every student's head. _I am manually activating the school's defenses. Everyone is to follow emergency protocol and head for the secure exits._

"It'll never work," Sid said to the younger X-Men as the rest of the students fled. "That machine can track and identify mutants. Don't ask me how I know, I just do. If we try to run, if we try to fight, it'll just come after us."

"So what, we stay still and it will leave us alone?" Jubilee asked.

"No, it's already determined the school is hostile, or why else be here?" Bobby shook his head. "And the Professor is raising the school's defenses. What if it strikes the entire school?"

"We're trapped," Rogue stated. "We're trapped."

**COMMERCIAL BREAK**

* * *

><p><span>Professor's Study, Xavier Institute<span>

_Jean._ Professor Xavier reached out telepathically to one of his first students. _I hate to ask you this before you're ready, but are you strong enough to help us fight this monster?_

_Professor,_ Jean's telepathic voice was strained. _I . . . I can't . . ._

_Jean! What is wrong?_

_I can't Professor . . . I can't keep them out . . ._

With a psychic shock, Charles Xavier felt the contact break. "Jean!"

Hallway, Xavier Institute

"Where . . . the hell . . . are we even running? Why are we even running?" Kitty gasped out, stopping and putting her hands on her knees.

"If we can get to the lower levels," Bobby panted, "maybe we can bar ourselves in."

"And then what, mon ami?" Remy asked, taking deep breaths as he rested against the wall. "Wait for it to turn the school into Xavier etoufee?"

"You got a better idea then you want to share, Gambit?"

"Boys don't start-"

"Why not? He thinks he-"

"Friends, please, be calm-"

"Bobby, will ya stop, this ain't about-"

Sid slapped his hands over his ears and slid to his knees on the ground. _Think!_ he screamed inwardly. _This is what you do! This is what you should be able to fix! Think think think- robots, AI, drones, weak points, controls, wires, hacking, mechanics, God damnit it! _He slammed a hand against the wall.

"Breathe son."

"Yeah, well-" Sid stopped short and opened his eyes so fast he almost got optical whiplash.

Before him, as clear as day, leaning against the wall and smoking his tobacco pipe, was-

"Grandfather?" he whispered.

"No, the King of Sweden," his grandfather deadpanned. "Yes me. Calm down, son. Can't figure out a problem with a hot head."

"You . . . you're not here," Sid murmured.

His grandfather grinned. "Not in the flesh maybe. You didn't think I would leave you without saying a proper goodbye, did you?"

"So . . . you're saying I'm gonna die?"

His grandfather snorted a laugh. "Course not. Have to put on my best suit for that. No, A'ee'ese." His grandfather used Sid's old Cheyenne name. "Listen. I tried to tell you. You can't play their games, you'll lose. Indians don't win by playing the other man's game, we win by playing ours. You need to use what they don't have."

"Not riddles Grandfather," Sid moaned. "Not when I'm pretty sure I'm going crazy right now."

Grandfather Naze took another deep whiff of his pipe. "Check the bags your mother packed, and you'll get your answer," he said easily. "But hurry up."

"Sid?"

Sid's head snapped to the right and he stared blankly at Kitty. "Sid, what were you saying?"

Sid stared back at the wall. The apparition of his grandfather was gone.

"Sid? Sid where are you going?" Kitty asked in amazement as Sid took off at a run.

"To find something, just- stay right there I'll be back!" he called, before breaking into a full sprint.

_God Granddad, I hope you know what you're talking about._

Professor's Study, Xavier Institute

_Storm? Storm? Ororo can you hear me?_

The Professor received no response.

_Cyclops? Cyclops? Scott, respond any way if you can._

Again, there was no response.

_Jean? Jean, can you hear me?_

Nothing.

_Logan? Logan, can you hear me?_

Charles Xavier felt a faint connection to a hazy consciouness in his wild X-Man and held on for all he was worth.

Student Dorms, Xavier Institute

Sid stared at the contents of the little pouch his grandfather has surreptitiously packed for him. A medicine pouch, filled with medicine that might be able to help him now.

Sid's swift mind ran over everything he knew, had seen, could sense about the monster robot outside, everything he knew about robots in general, everything he knew about mutation, about magic. Pulling them all together faster than humanly possibly, he formulated a plan.

Hallway, Xavier Institute

"I think that was the last of the guns on the school grounds," Bobby said to the tense silence of his friends. "That thing won't have anything standing in it's way between us and the school now."

"The kids will all be hiding because there is no one to lead them away from the school," Piotr said significantly.

"Okay," Bobby swallowed. "We need to split up. Some of us to escort the younger students out, some of us to stay here and distract that thing while-"

"Hey!"

Sid grinned brightly when they all turned. "Follow me down to the science lab. I'll need you all if this is going to work."

Science Lab, Xavier Institute

"Explain, please, how one gun is gonna defeat that . . . thing?" Jubilee requested.

"Okay," Sid said, having dismantled the Remington from his Danger Room session. "See, I got a pretty good look at that thing before we ran, and I know robots. The way it's head turned, it's got a weak spot, right at the base of it's neck, where something small and sharp could slip through." He held up an arrow head.

"Uh . . . an arrow is gonna take that thing down, homme?" Remy raised a brow.

"It will when I'm done with it," Sid said, pulling together a myriad mix of equiptment from the science shelves. "And with your help, friend. I'm gonna convert the shotgun to a sort of gun-harpoon, but that's not what gets it. See, if I can hit the inner body, where the wires are to its power source, and something explosive gets in there? Then it will take out all the inner machinery, and the thing should be useless. Or at least hurt enough for us to take it down."

"What did you mean, with me?" Remy asked, frowning.

"You and Jubilee," Sid explained. "I can fashion a kind of container for your power. You both can charge objects for explosions. If I can manage to figure out how to contain your power in this-" He held up a small syringe "- then I can fire this into the weak spot where the wires show, and it will trigger a chain reaction that should fry this thing's inner circuitry."

"But how will you get behind it to fire that?" Rogue asked. "I thought you said it could sense mutant powers?"

"It can," Sid confirmed, "which is why I'll need you to drain mine."

"What!" Rogue screamed.

"Sid," Kitty shook her head. "It doesn't work that way-"

"She could kill you," Bobby said flatly.

"Bobby," Jubilee demurred.

"No, it's true," Rogue said harshly. "You'd be out cold for all the time I had your powers. I can't control it to take just your powers and leave you standin'."

"But I can," Sid stated. "Look, I trained as a medicine man, as a shaman. I think I can control my life force well enough to stay conscious and push your powers towards just taking mine. The first thing you learn is how to control your mind and body. I can survive extremely cold temperatures, extremely hot ones, I can even cut myself without bleeding at times. I can do this, and if not, it's my risk."

"No it's not," Rogue snarled, sounding very much like Wolverine, "because I'll have your memories and your personality bouncin' around my head if you do, and it'll be ten times worse if you die."

"Then you'll just have to let go when I say," Sid countered. "Please Rogue. C'mon, what choice do we have, girl?"

Rogue swallowed hard, visibly shaking. "Just fix up your gun first."

"Okay," Sid nodded. "Kitty? I could use your help."

Kitty took a deep breath and came to stand next to him. "I sure hope you know what you're doing."

"Yeah," he laughed, swallowing, "so do I."

MedBay, Xavier Institute

Logan groaned, slowly coming back to consciousness, a heavy ringing in his ears.

_Logan!_

"Wha- what?" he snapped, looking around.

_Logan, it's me Charles, are you alright?_

"No, feel like a ton of bricks hit me," Logan growled in answer. "Where is everyone?"

_All taken down by whatever took you out._

"Oh shit," Logan swore, forcing himself to stand.

_Logan, please, if you can, we need to evacuate the school._

"I'm on it Chuck," Logan assured, forcing himself to stand.

Science Lab, Xavier Institute

_Shamaniac by Omnia Plays Over The Following Scene_

"You better be damn sure about this, sugar," Rogue warned, shifting uneasily in her cross legged position. "I could kill you."

"But you don't want to, and that makes all the difference," Sid smiled weakly. "C'mon, just relax. I'll . . . let me get myself ready, and when I say, just give me your hands."

"O-okay," Rogue agreed, shuddering.

"It's alright chere," Remy's honey-warm voice said in her ear. "Believe me, when the human mind believes somethin', they can do it. I seen it myself. He knows what he's doin'."

Rogue just shivered as Sid closed his eyes.

Now that he was really going to do it, Sid felt the beginings of terror. He made himself shove it aside, and slipped into the breathing his grandfather had taught him. He knew he could steel himself against cold and wind and heat: this was just a little further, wasn't it? He told himself it was.

Rogue watched as Sid became impossibly still, so still she could hear the breathing of everyone else around them as they watched. Was Sid even breathing? She would have asked if she hadn't felt so terrified.

"Now," Sid said. "Now!"

Rogue tentatively reached forth her bare hands, but Sid grabbed them hard and held even as she gasped at the pull of her own mutation. It felt strange, a weird tenseness that wasn't usually there, and she prayed that whatever he was doing was working.

"Now- let go," he grunted, the black vein lines starting to appear on his face, and Rogue pulled back swiftly. "Are, are you okay?"

Sid coughed, "Quickly . . . we have to get outside."

Hallway, Xavier Institute

"Chuck, something's wrong," Logan said aloud. I_ don't really have to say it out loud though, do I?_ he realized.

_No you don't,_ said Charles in his mind._ But what is it?_

_The kids,_ Logan answered, _Rogue, and Bobby and Jubilee and them . . . they're not with the others, they're . . . oh damn Chuck, they're going outside!_

Grounds, Xavier Institute

"Now where the hell is it?" Bobby whispered, his breath making a light frost in the air. Kitty and Jubilee had fanned out behind him, with Remy and Piotr to his right and Rogue to his left. Sid had held farther behind than the others, since the idea was to distract the robot until Sid could get into place to take it down.

"Maybe it left?" Jubilee said hopefully.

"Don't count on it, sugar," Rogue said, trying to listen the way Wolverine had taught her. "I think it might be-"

"Right there," Jubilee said in a small voice. "Yeah, it's uh, it's right there."

The creature rounded the greenhouse to stomp towards the young X-Men, who for a moment were struck dumb by the goliath coming at them. Then-

"Hey!" Bobby yelled. "Over here. That's right, right here. Hostile mutant, come have some fun."

"Bobby!" Kitty dove for him, wrapping a hand around his ankle to phase him just as a blast came from the creature's right hand. Bobby threw a stream of ice at the robot's feet, trying to freeze him in place.

"Everyone, places, fast!" Bobby roared. "Let's make this quick!"

Remy threw a handful of charged cards at the creature, who missed the back-flipping mutant by a hair. Jubilee set off a stream of fireworks at the robot's head, while Piotr slammed into its legs.

"Hostile mutant targets acquired," the machine stated, before kicking Piotr off its leg and into a tree. Stunned, his metal form faded.

It sent out another earsplitting anti-mutant beam of sound, and shot a net of wire at Jubilee, pinning her to the ground.

"Right here then," Remy spread his arms and cried, "Right here mon ami, come take me down."

Using his bo staff the cajun flipped away from a bolt of energy from the creature's right hand. Landing smoothly on the ground he grinned up at the machine. "C'est bon, une machine contre un demon, alors?"

But the machine was turning towards Rogue, who was trying to undo Jubilee's ties.

"No, chere, get back!" Remy ran at breakneck speed and leapt, intercepting a blast meant for the two girls.

"Remy!" Rogue screamed.

"Rogue, get out of there," Bobby hollered.

Logan, still in pain, stumbled half blinding towards the scene of destruction. "Hey, bub," he growled loudly. "You still didn't finish me yet."

The creature turned its metal face to the Canadian.

"I think it's time to end this," Bobby yelled significantly, making a point not to look at Sid, who was manuevering silently behind the monolith. The creature turned to the ice-creating mutant.

"No, no, back here!" Logan demanded. "Me first, finish me off first."

Sid had been clinging to the trees on the ground, to the shadows, desperate to find a spot where he could fire.

"Just a few more inches." He raised the gun, aiming high. "That's right." The creature fired at Logan, causing the mutant to crumple to the ground for a second time. Steeling himself against fear, Sid cocked the weapon. "It is a good day to die," he whispered, and fired.

For a second he didn't know if he had hit his mark. The creature shuddered with an inner convulsion, then, before the stunned mutants still conscious to witness, retracted its legs and arms into its body and shot into the air like a rocket.

"Wow," Sid breathed out. "Oh, I think I'm fainting," he said to no one in particular before everything went black.

**COMMERCIAL BREAK**

* * *

><p><span>Xavier Institute, MedBay<span>

"I think he's waking up!"

"Yes Kitty, now please, calm down."

Sid's eyes slowly lazed open. "How'd I do?"

Ororo's warm brown eyes met his and she smiled. "Very well. Kitty here has been telling me it was all your idea that saved us."

"It was," Kitty said, nodding repeatedly. "Don't let him tell you differently."

"Wasn't all my idea," Sid said sheepishly. "My grandfather helped, showed me how."

"I told you he'd still be delusional when he got up," said Remy from a bed over. "We can't be held responsible for the things we do fo' the next twenty-four hours, us."

"No way in hell are we giving you that immunity," Jubilee snorted from a bed on Sid's right.

"But he did," Sid said earnestly to Ororo and Kitty. "He sent me a- a vision of himself. He told me where to look for the arrows and that's what gave me the idea to make the gun. He reminded me how to protect myself when Rogue touched me."

"You simply delayed your body's reaction to contact with Rogue's skin," Ororo explained. "And probably made it worse."

"That's magic for ya," Sid said grinning, "always takes it out of you."

Ororo's lip tightened. "Well, I am glad that you have all come throught this alive. You just stay here and rest, and we'll sort all this out when you're feeling better."

"Can this one get a nice milkshake in bed from a pretty lady?" Remy asked hopefully. "That always improves the- ow, ow, can't throw things at an injured man, OW!"

Front Hall, Xavier Institute

"Are you sure you're okay?"

"I'm fine kid," Logan said gruffly, but with a smile as he ruffled Rogue's hair. "I can take it, you know that."

"Yeah yeah," Rogue dismissed, but she was smiling.

"Well, looks like your boyfriend's in," Logan said, putting his hands in his jean pockets and looking over Rogue's shoulder.

"Yeah I'd . . . I'd better go," she said, walking reluctantly away.

"So it seems we've weathered another storm," Professor Xavier said as he wheeled over to sit beside Logan.

"Yeah, but that thing had us all runnin' scared, Wheels," Logan reminded. "And to make something like that, that targets mutants . . . I mean, how many of them do you think are out there?"

"Hopefully, that was a singular occurance," Xavier said steadily. "However, I do think it is something that the team could stand to look a little closer at. I'll see about calling up an old friend who might know something."

Hallway, Xavier Institute

"Bobby, we need to talk."

"About what?" Bobby asked, forcefully casual.

"I- I know you kissed Kitty." Rogue finally got the words out.

"Oh," Bobby said, chest deflating.

"And, and not just because of that, but I think-"

"You wanna break up," Bobby finished for her, then smiled painfully. "Just like that, huh?"

"I think we both know this has been comin' for a while now," she answered softly.

"Yeah," Bobby agreed. Closing his eyes for a moment, he then looked her straight in hers and questioned, "But just, tell me the truth. Is . . . part of it because you have feelings for Remy?"

"I . . ." Rogue swallowed. "I don't know. But . . . just the fact that I'm askin' the question? I think that's reason enough."

"And do you trust him?"

"I don't know," Rogue's voice dropped. "I just don't."

"Yeah, well, I hope I'm wrong," Bobby made himself say, "I hope I'm wrong, and it doesn't just end up with you getting hurt."

"I hope the same for you Bobby," Rogue said, almost desperately, "Friends?"

Bobby smiled sadly. "The best."

An Undisclosed Location

"It will take me at least a month to fix whatever's been done with it," Trask stated.

"So then I guess you'd better get to work on it then."

Trask laughed angrily, "You know, Gyrich-"

"What?" Gyrich cut off silkily. "What, Trask, do I know?"

Trask waited for a moment before asking, "You know that the government isn't one-hundred percent behind Project SENTINEL, and if they knew what was going on here-"

"But they don't," Gyrich silenced. "And that's the better for the both of us, now isn't it?"

Trask was silent, and Gyrich smiled nastily.

"Fix the problems, Trask," Gyrich instructed. "If mutants are evolving then so must we."

**END CREDITS**

**Promo For Next Episode:** _When the relationship between Remy and Rogue begins to heat up, a blast from his troubled past returns to put his entire standing with the X-Men into danger._


	6. Chapter 6

**Season One, Episode Six: Killers**

Basketball Court, Xavier Institute

"C'mon, let's play clean here," Hank insisted, as the younger X-Men engaged in a game of basketball where the rules seemed to be becoming ever hazier. "Mr. LeBeau, if you are using your mutant ability to simulate a basketball yourself, you are in fact cheating."

"All you wound this one always," Remy shook his head sadly, a strand of his long hair escaping from his bandana. "This one never cheats, me."

"That's a downright lie," Bobby mumbled, loud enough for everyone to hear, trying to block Remy from scoring.

"No' when I don't have to, mon ami," Remy grinned, leaping up to dunk the ball.

Bobby scowled, and slyly iced the ground before Remy landed, causing the Cajun mutant to fall on his back.

"Slippery stuff, huh?" Bobby grinned, stealing the ball.

"Oh goodness me," Hank sighed. "Here we go again."

"Powers in!" Kitty squealed happily, before phasing through Bobby to steal the ball from him, and passing it to Sid, who made up for not finding much use for his powers in a game of basketball by being the best overall player.

"Rogue!" Sid sent the ball in an underhand pass to the streaked haired mutant, who caught it with some difficulty.

"Got some weak fingers there, chere," Remy teased, gesturing that he was open. "Somet'in' out here makin' you nervous?"

"Not a chance, Swamp Rat," Rogue snarled, hurling the ball with all her super strength at the Louisiana mutant. He stumbled backward as it hit his chest.

"Got some problems yourself then, huh sugar?" Rogue sassed.

Remy narrowed his red eyes and swiftly gave the ball a charge light enough not to hurt, but strong enough to knock Rogue off her feet when he passed it back to her.

"You-" she coughed "- you asshole!"

Laughing, Remy strode over to offer her a hand. "Sorry 'bout that. Let me make it up to you." Kneeling down beside her, he reached for her, lowering his voice. "Go on a date wit' me."

"What's happenin' here, Blue?" Logan asked, walking over to the basketball court.

"No powers game of basketball turns into a free for all," Hank explained. "Now-"

Logan sniffed and turned just as with a resounding smack, Remy flew a few feet backward onto his rear end.

"Nice right hook, kid," Logan congratulated Rogue as she stormed past him, arms crossed tightly around herself. "What'd he do to deserve that?"

"He asked me on a date," Rogue huffed, stalking off.

Logan and Hank looked at each other, then back to the court, where a dazed Remy sat and shook his mane of hair.

Edge of the Grounds, Xavier Institute

"I must say," said the leader of the small black clad group hiding in the outskirts of the Xavier Institute as he looked over at the court, "is nice to see our Remy get what he got comin' to him."

"He's got us comin' to him," said a member of the group with dark, maple skin and two knives in either hand. "Le Diable Blanc must answer to the Council."

"Relax, friend," said the leader, placing a hand on the other man's shoulder. "He'll answer. We'll see to that."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Michael Raymond-James

Written and Directed by Tim Minear

* * *

><p><span>Teacher's Dorms, Xavier Institute<span>

"Knock, knock?"

Jean smiled as she turned to her door. "Come in, Professor. You know, you don't have to ask aloud."

Charles Xavier smiled and he wheeled in. "Perhaps not. But I consider it a courtesy too important to forget. Becoming overly familiar with using one's powers in such a way is likely to corrupt the one doing so into believing they have free access to another's more private thoughts."

Jean leaned her head to the side. "You always see everything so clearly, don't you?"

"Oh I certainly hope not." The Professor raised both brows, but he was smiling. "Hardly any purpose to life if you think you know it all."

Jean nodded. "I think we could do without life being quite so interesting."

"Yes," the Professor chuckled wryly. "I believe Kitty and Sid have formed a friendship that will result in our poor Dr. McCoy . . . oh, what was Logan's term . . . "getting his blue fur in more of a fluff than usual"? And apparently Rogue reacted rather violently to a proposition by Mr. LeBeau that she accompany him on a date."

"I'm worried about that, Professor," Jean revealed. "Rogue's . . . very taken with him, and I'm not so sure it's going to end well considering what we know of Remy."

"Or rather how very little we know of him," the Professor responded. "But I'm more concerned with you at the moment."

Jean turned aside, folding a shirt laying on her bed. "I'm doing much better. The P- she's been quiet lately. I think I'm beginning to incorporate her into myself."

"That quiet may simply be her waiting for an opportune moment to reassert her supremacy," Xavier warned. "But I was speaking rather of your comments before about another prescence?"

"That was just her," Jean said quickly. "Trying to make me think she . . . that there was more of her."

"Jean-" Xavier began, then sighed. "I won't pry. But I want you to understand that it is safe to speak with me. I know you are always concerned with the welfare of the students, Jean." Xavier smiled. "But remember, to me you are still my student."

Jean returned the smile. "I'll remember."

Student's Dorms, Hallway, Xavier Institute

"You, are being ridiculous. Ridonkulous. You are being- being- Jubilee, help me out here!"

"She's being Deep South stubborn, is what she's being," Jubilee answered, as she and Kitty trailed an eye-rolling Rogue all the way to the poison-skinned mutant's room. "And she's making herself miserable in the process, and for no good reason."

"You know, I don't reckon I like bein' talked about like I'm not here," Rogue stated in her most nose-in-the-air, Southern Belle voice. "Especially when ya'll're both talkin' nonsense."

"But the question," Kitty continued, as if she hadn't heard, "is why she's in denial? I mean, she's smart enough to know she's not fooling anyone, isn't she?"

"Maybe it's some kind of honor thing? Like she thinks it will be rubbing it in Bobby's face if she does it too soon?" Jubilee postulated.

"She really shouldn't worry then," Kitty answered. "He knows it's coming as well as anyone."

"I-" Rogue fumed, standing up "- am right here! And I surely don't appreciate you talkin' 'bout me like I am deaf, blind, and dumb!"

"Then stop acting like it, girl!" Jubilee laughed. "C'mon, everyone knows Remy is into you. Everyone knows you're into him. It's one date. What's the problem?"

"Into him?" Rogue snorted. "Did ya'll not see the punch I gave him?"

"Yeah, but that's how you flirt, chica," Kitty dismissed. "And he doesn't mind; the crazy Cajun wackadoo has been bragging about the shiner you gave him like you bought him a ring."

"But I can't go out with him!"

"Why not?" Kitty and Jubilee said in sync.

"Why not?" Rogue threw up her hands and sat down hard on her bed. "Y' mean other than the fact that we communicate through fightin'? Or that I can't touch him with killin' him? And that I doubt . . . I mean, I don't see him bein' the guy to stick around long when I can't even give him a kiss."

"Oh hun." Jubilee and Kitty sat down on either side of her, Jubilee resting her head on Rogue's shoulder, Kitty patting the stripe of white in Rogue's hair. "Look, it's clear he honestly likes you. Whether it will last? Who knows. But you won't know unless you try, and let's be honest, you've both been wanting to try since he came here," Kitty reasoned.

"Besides," Jubilee added, "you know if he hurts you Logan will turn him into itty bitty Cajun kitty chow."

Rogue laughed at that, sniffling a little to try and hide tears that threatened to fall. "Okay, okay," she relented. "Maybe I'll give it a try. But . . . how am I supposed to say yes without embarrassin' myself? I just will not let him start off with the upper hand."

"Good girl," Kitty approved, "now you're thinking straight. We can't allow that at all. Don't worry. Leave it to yours truly. Me and Jujubee will make sure nothing but stuttering comes out of that mouth when he finds out."

Front Hallway, Xavier Institute

Logan opened a window and sniffed, frowning.

"That's the third time you've done that," Bobby said, coming over to stand by the burly Canadian. "Is there someone out there?"

"I don't know," Logan answered. "I can't really smell anything like I normally would but . . . even that just feels wrong. Almost like when people spray perfume on a stink, how the stink's still there." Logan looked to his right and grinned. "Speakin' of, how's that shiner doin' there, Gambit?"

Remy's red eyes darkened, but then he flashed his trademark smile. "Hurts like hell. Gal's got a right hook like a cage fighter. Wonder where she picked that up?"

Logan shifted, suppressing a smile, "Who knows, eh? Bet you'll leave her alone now."

"No, mon ami." Remy smiled again. "Gambit doesn't give up that easily, and a challenge just makes it more fun."

"You're delusional," Bobby informed him. Remy shrugged. "Maybe so," he replied, "t'ink Jubilee and Kitty plan on playin' a prank on us all, any road, and want to be here to see if dey can, me."

"What'd you mean?" Logan asked.

"Told this one to come stand here, and look pretty, and said would see somethin' worth seein'," Remy shrugged. "Since this one's an agreeable male, did so. Only hope Sid and Kitty don' expect this one to help out with their experiments. Want to keep all my parts, me."

Logan and Bobby shuddered simultaneously. The explosions and fires that the science-obsessed duo had been driving Hank crazy with were studiously avoided by everyone else.

"Where in the ever-loving name of- oh, there you are," Jubilee huffed, spotting Remy. "Okay, so, stand right here-"

"Somethin' meant to fall on this one's head?" Remy asked as the tiny mutant manuevered him to stand at the foot of the grand stairs.

"No," Jubilee said distractedly. "Not if you're good. Now stand here, and look up when I say."

Remy raised a brow and smiled pityingly down at her. "Now, do I look that stupid?"

"Trust me on this," Jubilee said. "Look up."

"And have somethin' fall on this one?"

"Look up," Jubilee insisted again.

"Kid?" Logan questioned, his voice suddenly squeaking. "You . . . what are you . . .wearing?"

"Wearin'? This one is-" Remy glanced up quickly and froze.

_Black Velvet by Alannah Myles Plays Over the Following Scene_

His eyes rode up tall dark boots, laced black tights, a tight leather skirt, an even tighter green silk shirt and satin gloves. Diamond earrings glittered in Rogue's ears and her hair was pulled into a half bun, the rest falling in glossy ringlets around her long beck. She wore a soft smile about her full lips as she descended the stairs.

"Well," Remy swallowed. "This is different for you, non?"

"Non," Rogue mimicked, still smiling, "just somethin' you haven't seen."

"J'taime ca. If I say you look beautiful, will I be wearin' another one of these, me?" he asked, lightly tapping his right eye.

"No," Rogue said, tilting her head to the side, still with that same soft sly grin, "maybe you'll actually behave like a gentleman this time and we can get through a whole night without violence."

"Oui, mademoiselle." Remy offered his arm, and Rogue laughed and was rewarded with a smile without any of his usual guile as they headed for the door.

"Wait, wait, what's going on here-" Logan felt himself pulled back by two pairs of small, but determined hands.

"Don't you dare go acting like the Big Bad Wolf Dad," Kitty warned. "You won't get anywhere that way."

"Oh, he's not goin' anywhere with her alone," Logan growled.

"Of course not." Jubilee rolled her eyes. "But we can't crowd them, you'll just piss off Rogue that way. They'll need a chaperone to go out anyways. We'll just follow behind."

"Oh my God, you two planned this.'' Logan pulled back in horror.

"Yes," the two felons admitted brightly.

"I am terrified of you two," Logan nodded slowly, eyes wide. "Really terrified."

**COMMERCIAL BREAK**

* * *

><p><span>Mr. Lau's Restaurant, North Salem, New York<span>

"I hope you and your date have wonderful time, Mr. LeBeau. I make sure of it, all of us." Mr. Lau nodded one last time, a wide smile on his face, before leaving Rogue and Remy to their table.

"He's very nice," Rogue remarked, then sighed, "Or maybe he's just normally nice, and I've gotten so used to people actin' rude because we're mutants."

"Well, I hope he's not too nice for another reason." Remy narrowed his eyes, quickly reverting back to his usual grin when Rogue focused on him. "More the better for you me then, oui?"

"You didn't steal the money you're usin' to pay for this, did you Mister LeBeau?" Rogue asked, only half kidding.

"Y'wound me, chere." Remy lowered his dark shades so she could see that his red eyes were in full puppy dog mode. "T'inkin' that o' me. Suspicious child."

"Ya'll're ridiculous." Rogue shoved him playfully. She heard an almost imperceptable grunt, and glanced over her shoulder. The tiny menu he held up over his face utterly failed to hide Logan's identity.

"I surely hope he doesn't think he's bein' inconspicuous," Remy practically groaned.

"He doesn't." Rogue rolled her eyes. "He means to be seen. He wants us to know that he's watchin' and if he doesn't like what he sees he'll become very impolite, very obviously."

"Well then I guess we'll have to be real quiet," Remy said slyly.

"You better behave, Mr. LeBeau." Rogue pulled herself up with refinement. "Or I'll be forced to behave very unladylike myself."

"You were actin' like a lady at some point?" Remy laughed when she tossed her napkin at him. "You know, all your fine flirtin' and charm, and yet you choose to act like a five year old boy pullin' pigtails with me." Rogue shook her head. "Why is that?"

Remy glanced at her sideways, and she could almost see the reflection of his eyes through his glasses. "My charms don' seem to work so well on you. Got me reduced to a lil' boy wi' no dignity. Figured you'd be flattered, chere."

Rogue swallowed. "And is that why we're here? Because I'm a challenge for your dignity?"

"You're not-"

Rogue raised her brows, as Remy stopped himself, before lowering his voice and answering. "Such a mistrustful River Rat. Why is it so hard to believe this one likes you?"

The answer to his question was obvious and painfully so, that Rogue just focused on the first part. "Better keep your mouth off my Mississippi, or I'll start talkin' bout N'Awlins, Swamp Rat."

"Oh, can' say nuthin' bad bout the Queen of Cities, chere," Remy said grinning. "Everyone loves N'Awlins. Visit us sometime, you'll see. It's even more charmin' and lovable then this one."

"Well then I surely couldn't handle it, sugar," Rogue sniffed.

"I t'ink you can," Remy drawled significantly, earning himself a light slap which he laughed off.

"Your food, Mister, Lady," Mr. Lau announced.

"Thank you," Rogue said politely, as he lowered their plates to the table. "Remy?"

Remy's eyes were fixed on the tremor in their host's hands. "Remy?"

"Mr. Lau," Remy asked in a low, low whisper. "If you got somet'in' wrong, best tell this one now."

"No, no, sir, no I-" Mr. Lau blubbered.

Remy saw the glint a second before it hit, and shoved Mr. Lau down on the table, catching the knife in his hand.

Rogue was just pulling herself into a fighting stance when Remy flung the knife into someone raising a gun towards him. Three waiters leapt over tables of screaming patrons to surround him, one wielding knives, one what appeared to be a kind of syringe, and one barehanded.

They came at him at once, moving so quickly that Rogue could barely catch what was going on. Somehow the knife fighter ended up with his intruments embedded into his thigh and left side, and the syringe found it's way into the stomach of the second attacker. The barehanded fighter proved more difficult, moving with incredible speed and skill. Remy was forced to execute a full backflip just to escape a knife the man pulled from the fallen first fighter. Remy managed to hook the man's arms behind his back long enough to demand, "Who sent you?"

The man ran his free feet up the wall to flip over and out of Remy's grip, and made a run for the kitchens. Remy catapulted himself over three tables to land in front of the fleeing fighter, charging a fork and sending it flying into the man's chest, knocking him down.

Gasping, Rogue had watched the whole scene in shock. Even Logan was barely on his feet before it was over. She ran to Remy, quickly followed by her teacher and Jubilee, just as the Cajun knelt down to grip the killer by the throat.

"Who sent you?" Remy demanded again, his voice harsh. "Who?"

The man coughed, a trickle of blood flowing down his chin. "D . . . Diable . . ."

"Diable, who's Diable?" Logan demanded. Remy busied himself ripping open the man's shirt at the sleeves, his pants at the ankles, pulling off his shoes. "Kid?"

"Remy, what are you doin'?" Rogue asked, her heart still beating out of her chest.

Remy flipped the dead man on his back, and pulled down his shirt.

"Kid." Logan reached down to try and stop Remy's frantic hands. "Kid, stop-"

Logan froze at the symbol on the dead man's neck: an inverted A with a blade carved down the middle. In Logan's grip, Remy's hands had begun to shake. "Kid?" Logan turned and asked. "Kid, what's that mean?"

Remy's red eyes, apparent now that his shades had fallen off in the fight, were wide with terror.

"Logan?" Jubilee's voice trembled. "I hear sirens, I think someone called the police."

Logan continued to stare at Remy, whose breathing was erratic, and whose heart, his sensitive hearing could tell, was wildly out of pace. "We're goin' back to the school. Now."

War Room, Xavier Institute

"Did they follow you here?" Ororo questioned as Logan, Jubilee, Remy, and Rogue were ushered into the War Room.

"Don't think so, but then I'm not the expert," Logan growled back, as Scott shut the door and Rogue, Remy and Jubilee were seated. "Ask the kid." He jerked his head at Remy.

"Remy," Ororo began gently, sitting down and laying a hand on the boy's shoulder, making him jump. "What do you know about the men who attacked you?"

"Crazy is what they were, for true," Remy responded, his long hair falling in his face. "That's all this one knows of them."

"Don't lie to me, kid," Logan said dangerously. "I saw your face when you found that mark you were looking for on the guy's body. You know exactly what they are."

"Like this one said," Remy lowered his voice to an almost growl, "crazy: they a crazy cult-group of killers. Thought they was jus' down in the South, but guess they moved up here too."

"Just in time for you to come in, how convinient," Scott put it.

"Scott." The Professor raised his hand. "Logan, you said something about a symbol?"

"Yeah, it was kinda like an A with a stick through it," Logan tried to explain, gesturing with his hands. "And it wasn't tattooed on either: they had it branded onto them."

"I took a picture," Jubilee piped up. "With my cell."

"Wonderful," Xavier said, though his voice was far from enthusiastic. "Hank and I will try and trace the symbol to find out more about this group. In the meantime we'll want to be on high alert. Scott, if you and Ororo could monitor the school's defenses, Jean and Logan, if you could supervise the children, we want to make sure all eyes and ears are open and attentive."

As soon as it was clear they were dismissed, Rogue moved for the door, with Remy jumping up to follow her.

"Oh no you don't," Logan warned, grabbing the boy by the back of his coat.

"Logan, let him go," Xavier insisted.

"Why?" Logan snapped, still holding onto Remy, whose eyes were gleaming a brighter red by the second. "The kid knows plenty more than he's tellin', Chuck."

"And it's good of you to notice that he is, indeed, still a young kid, and would probably benefit from some time to recover from his shock," the Professor said steadily, keeping his eyes trained on Logan until he released the Cajun.

"He's lyin' to us," Logan practically roared once Remy had fled the room. "And he fought those men in there like he knew just how they would move. If they're killers, he's not any different."

The Professor raised an eyebrow. "I remember hearing many similar things about you when you came to us," he said drily. "Patience, Logan. We will find out about the origins of this new threat on our own, but as long as he is with us and not them we have a chance to make sure he does not become one of these murderers."

"If he's not one already," Logan shot back.

"He is afraid, Logan," the Professor stated. "Whatever Remy's past, he is clearly running from it, not embracing it. I want to figure out why."

"Then why let him go just now?"

"Because, Logan: I don't think we'll be the ones he'll tell."

Grounds, Xavier Institute

"Rogue? Rogue? Chere!"

Rogue kept her arms wrapped around herself as she resolutely walked away from the boy crying her name. She didn't change her pace to running when he caught up with her, but she refused to look at him. Remy dove in front of her and tried to catch her gaze,

"Chere? Are you hurt? Rogue? Please, talk to this one here," Remy begged. He looked around, walking backwards so he could face her. "Maybe inside? This one don't think it's safe out here."

"Oh, no?" Rogue hissed icily. "But the restaurant was?"

"Chere, I swear, I didn't know about that," Remy pleaded. "Believe this one, I would never have taken you out if this one had known-"

"Known what?" Rogue finally stopped moving. "Known there were killers after you?"

"I never wanted you caught in the middle of it," Remy said, breathing heavily. "Believe this one-"

"Believe you? Believe you about what?" Rogue took a step back. "How can I believe you about anythin', Remy LeBeau, when no one ever knows if you're tellin' the truth or not?"

"I didn't mean for you to-"

"To what? Find out?"

"I know it was close, and I swear I know how it feels-"

"No, you don't." Rogue looked to the side, still intent upon not meeting his eyes. "I'm not scared because ya'll have somethin' after you. I've had people try and kill me dozens of times before, people way more threatenin' then a few Bruce Lee copycats with knives. I'm not scared of the danger, I'm scared because-" Rogue swallowed. "I'm angry because you kept this secret, because you always keep secrets, and I never know when you're tellin' the truth or not, if you ever are."

"I am now," Remy said, trying to catch her gaze. "I was when I talked with you back there. I'm bein' honest wit' you now, chere."

Rogue took a deep breath, and looked up into his burning ember eyes. "Honest about what?"

"Honest that I don't want to hurt you," Remy said plainly. "Honest about what I feel when I'm wit' you."

"And what about when you're not with me?" Rogue tilted her head to the side. "What about these men, what about everythin' I don't know about you?" Remy looked aside. "What about then? What about the Remy who came up from N'Awlins, what about the Remy you were back when none of us knew you? Do you want me to just not think about that?"

"I try not to," Remy confessed, looking down, then up into her eyes with his demon red ones. "I don' much like the Remy from back den. I'd rather be the Remy I am with you."

Rogue bit her lip at that, and they were silent for a moment, before Remy gently, cautiously reached out his bare hand to touch her gloved one.

"C'mon," he offered. "Let's go back inside."

Professor's Study, Xavier Institute

"Well can you define, 'nothing'?"

"It really is every manner of that word, Scott," Hank said dejectedly. "I have a number of government contacts, including those within the CIA, and no one seems to recognize this symbol."

"What about outside the country?" Ororo asked.

"I have a few friends abroad I could try," the Professor put in. "But this symbol is strange to me, and if Remy is to be believed then they _do_ operate within the United States."

"But _is_ he to be believed?" Scott questioned roughly. "He never mentioned them before, why would he be honest now?"

"Professors?" Kitty knocked on the door to the study, before phasing inside, holding a collection of papers. "I found-"

"Please, not now." Xavier put up his hands. "Well, I can try using Cerebro to attempt to find minds who are aware of this symbol, but I doubt I'll have much luck. It's a very difficult sort of troubleshooting."

"Professor, if I could-"

"Not now Kitty," Ororo demurred. "Do you think maybe we could try asking Remy again?"

"I'll volunteer," Logan grunted.

"I meant 'ask' him, not attempt to force information out of him," Ororo muttered forcefully.

"Please, if I could just-"

"Not now, kid," Logan cut off.

"We're shooting in the dark here until we find out who these people are. But as of now, I don't see why they're our problem, or even a big one," Scott offered. "They might just be a local gang Remy got on the wrong side of, which to my thinking makes them his problem, not ours."

"Scott," Jean reprimanded.

"They didn't fight like just some gang," Logan argued.

"Well if Remy could take them out by himself I'm not too worried," Scott snorted. "These A-and-stick guys don't sound very dangerous to me."

"They're called Assassins and they happen to be _very_ dangerous."

The adult mutants turned to stare at the small student who had spoken so loudly.

"Kitty," Ororo said gently. "We know assassins are dangerous, but we're talking about a threat which may be-"

"No, not assassins as a descriptor," Kitty said, striding up to the table and flinging her papers down. "I mean Assassins, capitalized, as a name. These guys are part of a huge, worldwide organization of contract killers with their base in New Orleans."

"And you know this . . .?" Hank raised a brow.

"The wonder of the internet," Kitty said primly. "I searched for the symbol or anything like it in all the websites for businesses based in New Orleans. Any criminal organization needs some kind of front to get their money through if they're bigger than just some local gang. After an hour I found a picture of a building with that symbol carved onto it. With a little cypher and virus hacking work, I was able to find the website beneath their website by posing as a member of another business front, this one for a section of the Russian mob."

There was silence in the room.

"Just look at the documents!" Kitty insisted, handing them out to her teachers. "See? Transactions from practically every major criminal front organization around the world have gone into these guy's bank accounts. The website itself is hidden, you can only access it if you have a certain password and the entrance is hidden under the "Charity Organizations" section of their front website, under this charity "The Daughters of the City". If you have the password it takes you into the real website. These guys are bad business- well, actually, they're very good business, but it's doing very bad work. They're contract killers, Professor. They're like, _the_ contract killers for all of underground crime for, like, the whole world."

"I think I shall need a seat," Hank said, sitting heavily down.

"How in the world did you find all this?" Ororo breathed.

"Just looking, is all," Kitty said, now swallowing nervously at the strange looks from the adults around her.

"What I wanna know is how much about this Gumbo knows," Logan seethed. "And just why they were so friendly with him."

"Logan," Jean warned.

"No, he's right," Scott said, causing shocked looks all around, and even an alarmed eyebrow raise from Xavier. "I mean, for once he is. We knew the kid was coming with trouble behind him, well now it's caught up to him, and I for one feel like some damn answers. I-"

Logan's head whipped around. "Did someone just-"

The cannister smashing through the window and exploding with a blinding flash of light and a storm of choking gas finished Wolverine's sentence for him.

**COMMERCIAL BREAK**

* * *

><p><span>Front Hall, Xavier Institute<span>

"Okay, I want everyone to try and quiet down, we're going to do roll call," Ororo announced to the surrounding students in her calm, firm voice. "Devons?"

"Here."

"How do we know the gas isn't poisoning us now?" Scott whispered urgently to Jean.

"We won't until Hank has done some tests. I don't like this any more than you do, but-"

"I don't think it's poison," Logan sniffed the air. "Smells like an average smoke bomb to me. But why smoke bomb us and not attack?"

"They must be preparing for it," Scott deduced.

"No," Logan dismissed. "No, this stinks of a diversion. If they haven't attacked us yet and the smoke has cleared, then maybe they already got what they came for."

"Rogue?" Ororo asked. There was a beat of silence.

"Rogue?"

"No," Logan seethed. "No, no!"

Unspecified Location, North Salem

_God, my head,_ Rogue thought as she winced, her eyes slowly opening and adjusting to the dim light. "What the- oh, not again," she groaned.

"No' again?" Rogue turned too quickly at the sound of the thick Cajun accent and gasped at the pain in her neck. "Remy?" she whispered The voice chuckled.

"No, chere," answered Not-Remy, as he stepped into view. "T'ough my little brother caused you 'nough trouble that I understan' you thinkin' so, you."

"Your _brother_?" Rogue squeaked, pulling back. He had the same tanned skin and some similarity in his movements, but his eyes were a simple dark brown, and his face calloused and more heavy set than Remy's. "You don't look like him," Rogue sniffed.

The man sighed. "No, my lil' brother got more of de looks, I'd say, me. At least, so de ladies always t'ink. Course, he ain't my brother from blood, but there's t'ings thicker than that."

"Alright, so one, he's your stepbrother or some such," Rogue ticked off, "Two, you don't like him much, and there's more than just a green twinge of jealousy there, sugar. Now three is where you tell me why I'm hancuffed in the middle of some shady buildin', or four is where I beat it outta you."

Remy's brother threw his head back and laughed. "Oh, bravo chere, you somethin' else. Can see why my brother's so taken with you."

"So then I'm here to try and get to Remy. That answers question three." Rogue ignored his complement. "Now on to question five: how long is it gonna take for you to realize you really, really wanna let me outta here and be a gentleman about it?"

"Don't fear, fille," Remy's brother waved his hand. "Got no intent to harm you. Matter of fact, takin' him away from you is makin' you safer. My brother . . ." he shook his head and whistled. "He ain't so fair for the ladies as he lets on. But manners, manners. Name is Henri LeBeau, me. And you?"

Rogue sneered. "Don' play the noble kidnapper with me, sugar. I've been there and done that, and I'm not scared enough to be intimidated, or stupid enough to believe you'll just let me or Remy go."

Henri nodded, and then with a move too fast for Rogue's sluggish muscles to block, shot a vial of blue liquid into her arm with a syringe.

"Trust me, girl," Henri said as Rogue began to lose consciousness. "You, I mean no harm. It's my brother who has to answer for his crimes."

Hallway, Xavier Institute

_Omega Lithium "Kinetic" Plays Over The Following Scene_

"Logan, please-"

Logan, ignoring Ororo's pleas, grabbed Remy roughly by the front of his jacket and slammed his back into the wall.

"Okay, bub," Logan snarled, "enough games, because I swear if your friends hurt Rogue, I will make you wish your mother had killed you at birth."

Remy choked out a bitter laugh, half smothered by the huge Canadian's hands. "What makes you think she didn't try, she?"

"Logan!" The Professor's voice snapped like a whip. "Let him go. This will get us nowhere."

Logan growled again before roughly letting Remy drop to his knees. "He'd better start talkin'."

"They're not," Remy spat.

"Not what?" Xavier asked calmly. Jean and Scott flanked his chair, while Ororo moved over near Remy. Bobby and Kitty and Jubilee siddled up from behind.

"No' my friends," Remy got out. "Never wanted to see 'em again."

"And who are they?" Xavier continued steadily.

"A cult," Remy answered.

"Lying shit," Logan snapped. "We know they're called the Assassins."

"Logan!" Ororo moved to touch Remy's shoulder, but he brushed her aside as he stood up.

"Assassins are a cult," Remy explained heavily. "Ancient cult crime organization. Specialize in killin' bad people for other bad people so no one can go to the police."

"And you're one of them," Logan accused.

"No!" Remy shouted. "I'm not one of dem, never was, never will be."

"Then what are you?" Logan practically roared.

"I'm a thief, yes?" Remy yelled back. "Happy now? I'm a member of the Thieves Guild. Been rivals with de Assassins since they came into existence, but both answer to a Council and there's a truce of peace meant to be between them. They kill, and we steal, but I left, I left! I-" Remy looked down, his breathing harsh. "Jesu, I swear I didn't think they'd follow me here."

"And why are they following you?" Scott demanded now.

"Because," Remy swallowed, looking at the faces surrounding him. "I . . ." He couldn't finish.

"Tell the truth, Remy," Ororo breathed softly, laying a hand on his shoulder, which he flinched away from. "C'mon. It's time."

"They're followin' me-" Remy's throat caught, but he forced himself to go on. "They followin' me because I broke the truce. One of the Assassins, Julien, said I had stolen somet'in' from de Assassins."

"And did you?" Logan questioned.

"No," Remy snapped. "I didn't. But he attacked me and I . . . I . . ." Remy clenched his fists, and his eyes reverberated with red energy. "I . . . defended myself. My powers, I didn't t'ink I could do that kind of harm but . . . when he stopped, he . . . I . . ."

"You killed him," Jean said flatly. Remy turned his face away.

"So that's why this Diable wants you dead?" Logan asked.

Remy laughed, a bitter, harsh sound, as if doing so was a reaction to a tearing pain in his chest. "He wants me dead because he knows it's him or me," Remy answered. "Long as I'm alive he can't have what he wants."

"And what does he want?" Kitty piped in.

"Don' know," Remy barked another pained laugh. "Wish I knew."

"But Rogue-" Bobby began.

"She's alive," Remy said, finally looking up straight. "If they'd wanted her dead we woulda jus' found the body. She's alive."

"Then I can find her," the Professor stated flatly. "Jean, please come with me to prep Cerebro. Logan, prepare the jet. Ororo if you would take care of the children."

"Professor," Bobby began.

"No," the Professor said instantly. "I will not risk any more of you children to these people. You will follow Ororo." Kitty, Bobby and Jubilee shared mutinous looks, but followed after Ororo. Logan fixed his eyes on Remy.

"I didn't want her to get hurt," Remy whispered.

"You better pray she isn't when we find her," Logan spat, turning his back and leaving Remy alone in the hallway.

Remy waited, leaning heavily against the wall, for his phone to ring. He flipped it open expertly, and asked only one question; "Where?"

North Salem, Woods Near The Highway

"You not cold, darlin', are you?"

Rogue turned her blindfolded face away from Henri's voice. "You really have no idea who we are, do you?" Rogue sneered.

"Well, maybe you can tell me bout yourself, and I'll tell you bout my brother," Henri began.

"He's not even your brother," Rogue reminded, desperately trying to wake up her body. With her powers the handcuffs on her should have been nothing to smash, but whatever they had dosed her with was keeping her weak.

"No' by blood," Henri grinned, "Then-"

"He's comin'!" The whisper traveled like a shout through the small group of Assassins as the figure in the long trenchcoat moved towards them.

"No," Rogue whispered, and Henri snorted. "Don' waste your breathe, fille," he advised. "You fallin' asleep now. If Remy here cooperates, you'll wake up tomorrow mornin' with us all long gone."

Rogue tried to make a sound of defiance but felt her limbs shake and give way as she fell to the ground. "Rest, petite fille," Henri crooned, stepping over her limp body.

"If you hurt her-" Remy began, stepping into view. "I swear by Mary, Mother o' God, Henri-"

"Remy, you shame me, I'm no Assassin," Henri chastized. "Thief, jus' like you. But you shame the family name runnin' away from trial like this."

"I always was the one for shame," Remy murmured, his eyes fixed on his brother's.

"Righ' fo' true," Henri smiled.

Then he whipped out a plastic gun and shot three tiny darts into Remy's neck.

"Alright then, mes amies, let's collect what we came here for and go," Henri stated, and motioned for the other Assassins to pick up the swaying Remy. Henri roughly grabbed a lock of Remy's hair to turn his face towards him as he knelt down to look in his red eyes. "Did you really think you could run and we wouldn't find you, Diable?" Henri whispered, almost pityingly.

"No' Diable no more," Remy gasped, the injection in the darts quickly imbolizing his system. "Don' wan' no part in you, or the Guild, or Assassins."

Henri threw his head back and laughed outright at that. "Well that's just too bad, ain't it little brother? You don' get to jus' walk away, no matter how much you want to. When you belong to the Guild, you belong to the Guild for life. Who else would take in a red-eyed devil child like you?"

"Well, come to think of it bub," said a gruffly amused voice. "We would."

Three Assassins rocketed through the air, screaming as they roughly hit trees or the ground, and then screaming no more. A red blast hit two in the chest just as they were aiming their weapons, and a giant wind whipped up the final two and spun them about viciously, dumping them harshly down headfirst where they lay still.

Henri found himself suddenly within the iron grip of a very large, very angry Canadian with claws like daggers aimed at his throat.

"This is none of your concern, mon ami," Henri hissed.

"Oh but it is when you attack and kidnap our students," Ororo said, her white eyes blazing. "Then it is very much our concern."

"You'll make an enemy of the Guild and the Council shelterin' him, you," Henri spat.

"And you've just made an enemy of the X-Men," Scott said lightly. "We're kind of a big deal. Next time, do your research before coming after us."

"We only wanted him!" Henri looked furiously down at Remy. "Don' you know what he is? What he'll do to you? He's a demon who brings death and destruction with him, a-"

"Yeah, he's a hell of a punk." Logan rolled his eyes and tossed a screaming Henri into the air and let him fall heavily to the ground. "But he's our punk. So you go back to your Guild, or your Council, or your clown circus and tell them that if they don't stay away from our bad side, we'll do some assassinating of our own."

And Remy didn't know if it was the drugs or the shock of Logan defending him that caused him to at last lose consciousness.

MedBay, Xavier Institute

The lights. The lights were unbearable. Remy blinked, his world a haze of red, before it slowly cleared.

"Ah, you seem to be waking," said a blurry blue shape beside him.

"That you, Dr. McCoy?" Remy questioned, his thick accent even thicker as his tongue got used to moving again.

"Oh yes indeed," said the furry mutant. "And I'd suggest you rest for just a bit longer before you get up, because you have a number of visitors who want words with you."

"Mon Dieu," Remy groaned, falling back. Two heads peeked over the side of the MedBay door. "It's him isn't it? He's up, isn't he?" Jubilee said as she and Kitty entered.

"No' so loud petites, please," Remy pleaded.

"He's pleading for mercy," Kitty said to Jubilee. "He thinks he's actually in a position to acquire mercy. What a silly thing."

"People who run off to barter themselves to criminal organizations who intend to do nasty, nasty things to them and scare their friends do not deserve to even consider begging for mercy," Jubilee agreed. "That's why you shouldn't do such stupid things."

"Was tryna think of it as dashin' and heroic my own self," Remy muttered. Kitty and Jubilee exchanged a look of pity.

"Is Remy up then?" said Ororo's cool voice as she entered the MedBay.

"Please, 'Ro," Remy begged. "Please loa, save me from these evil, screechy girls, me."

"You deserve more than screechy girls for the trouble you put us through," Ororo said sternly, but she shooed Kitty and Jubilee away.

"Everyone is so mean to this one," Remy pouted. "This one-" Remy's eyes caught the figure at the door and widened. Ororo didn't even have to turn to guess who the visitor was. "Come on in, Rogue," Ororo said, standing up. "I was just leaving."

_Running Up That Hill by Placebo Plays Until The Ending Credits_

There was silence for a few moments when Rogue sat down on the edge of the bed. "You . . . are you okay then, chere?" Remy asked.

Rogue nodded. "It was nothin' Hank couldn't fix up quickly. Jus' somethin' to knock my body out. Feel like my pride was hurt worse'n anythin' else. I just felt so useless."

"Rogue, I never meant for you to be hurt, if I had known-"

"I wasn't scared," Rogue declared, cutting him off. "Least, not of your brother or even those Assassins. I've been kidnapped by people who wanted to kill me so many times now I think I'm beginnin' to lose count. That's not the trouble."

"He's no' my brother," Remy muttered.

"See, right there?" Rogue said. "That's the trouble. I'm not afraid of people comin' to hurt me. I can defend myself, and when I can't I know that's what havin' a family made up of mutants is for. But I'm scared of you keepin' secrets, so that everyone else knows more about you than me, and I'm the fool in the dark."

"You know more 'bout me than anyone here," Remy confessed.

"But there's things you ain't tellin' me," Rogue pressed. "And those things can come back to haunt us. I'm not afraid of what they are: I just want you to be the one to tell me."

"This one hears that," Remy nodded, eyes wide and innocent. "But this one also heard an 'us' in there, which makes this one feel hopeful for more dates that maybe don't end with this one gettin' himself beaten by crazy adopted siblings. Maybe more with the ice cream and cuddling, and less with the crazy cults and sharp, sharp needles?"

"But what kind of fun would that be, sugar?"

There was a soft cough at the door, and both teenagers looked to see Professor Xavier wheel into the MedBay.

"Hello, Rogue, I hope you are feeling better," the Professor said in his kind voice. "If you would be so kind as to give me a few moments with Remy?"

"Yes, sir," Rogue nodded, leaving the room hesitantly.

"So now is it time for this one's punishment?" Remy asked once the door closed leaving him and the Professor alone.

Charles Xavier raised an eyebrow. "Do you think you deserve to be punished?"

"This one's a criminal," Remy pointed out. "A thief. A thief of thieves, who worked for the court of thieves doin' bad, illegal, thiev-y t'ings."

"Believe it or not you aren't the only one here with a past that dips into the criminal," Xavier informed him. "And stealing especially isn't all that uncommon. Not even to certain . . ." Xavier made a small clearing-his-throat noise " . . .not even to certain members of the faculty."

Remy shook his head, his long hair falling in his eyes, all trace of humor gone from his voice as he said, "I killed someone. He came at me, and I couldn't control my powers, and I got mad and I fought back and he's dead. I killed a man, and now I put everyone in danger here 'cause of what I did. I'm a curse to you all here, you. A demon killer."

"Remy," the Professor said firmly, "I do not believe you are a demon, or a curse, or a killer. A killer doesn't feel shame, and guilt, and sadness at their work, a killer rejoices in causing pain. If you harmed someone in self-defense through your powers because you didn't have control, that only makes you like a hundred other mutants out there. I will not say I condone what you have done, or that I do not have reservations about your conduct here. You play a dangerous game, Gambit, but that seems to be your specialty. Of all my students, you are the most unknown to me. You want our trust, but you do not want to trust us with your secrets. You want Rogue's love, but you don't want to fall in love with her do you? A dangerous game for us, and for her, but most of all, I fear, for you."

**ENDING CREDITS**

**Promo For Next Episode:** _Dealing with teenage hormones has the Xavier Institute faculty stressed. But when a new mutant comes to the school, even the grown X-Men find themselves at the mercy of powerful, fearful desires._


	7. Chapter 7

**Season One, Episode Seven: Desires**

Room 217, Xavier Institute

"Human reproduction."

Ororo looked around her class. "Get all your little giggles and comments out of your system, please, because we're going to try and have a mature, responsible discussion." She stared down the boys, focusing in on Remy. He looked behind him and to the side.

"Why this one?" he moaned pitifully. "This once can be mature, me. I'm gon' be mature right now, c'est vrai."

"Why, is the world coming to an end?" Rogue said under her breath, earning her a scorching look from the red eyed mutant.

"Okay." Ororo raised her hands. "If we can start, let's start with what we you all know. Can someone name a reproductive organ, or part of the reproductive system?"

There was a nervous moment where no one raised their hand, and then Sid extended his. "Uterus."

"Very good," Ororo turned and wrote it on the board.

"Yeah, the last reproductive organ you saw, coming out of your Mom," whispered one of the girls Sid had awkwardly turned down for a date. Sid looked at his desk, sighing and blushing.

"Christi, we're going to have a talk after class," Ororo said, not even bothering to look at the offending student. Sid looked demoralized, and Kitty reached up her hand.

"Yes, Kitty," Ororo nodded.

"I'll just be the brave one here, and say penis," Kitty said flatly.

"Yeah, Kitty's real brave about that," muttered someone indistinguishably in the back. Bobby narrowed his eyes and there was a yelp as the air at the back of the class dropped in temperature.

"Students," Ororo said sharply.

"Labia," Piotr offered, blushing noticeably.

"Thank you." Ororo wrote on the board. "Any others?"

Jubilee raised her hand. "Testicles."

There was some scattered whispers, but no one made any comments about Jubilee, although she seemed to be waiting for one.

"Very good Jubilee," Ororo nodded. "Any others?"

"Remy knows one," whispered a giggly, high pitched voice from the back.

Remy sighed exaggeratedly. "I don' know what you're insinuatin', Rochelle," Remy said eyes flicking to the left of the classroom. "But this one's a virgin, n'est pas?"

The whole laughed laughed and Ororo rapped on the board to bring everyone's attention back.

"Okay!" She glared around the room until it was silent. "I know this is a hard topic to discuss. There are a lot of nerves involved, and embarrassment, and people have different feelings about it. But that is no excuse to behave badly, and I will give out a round of detentions and have us watch a video of birth if this doesn't stop now."

The class gave almost a collective shudder, and was silenced.

Front Hall, Xavier Institute

"So how was, 'The Sex Saga' lectures this year?" Jean smirked as Ororo came out of her class.

"The worst yet," Ororo said, and Jean laughed. "No, I'm serious this time. Normally there is awkwardness and comments, but they acted like a horde, a horde, Jean! A horde designed to make the worst comments possible. Poor Sid was being practically eaten alive by Christi, Janice, and Fallon, the boys would make a comment about Kitty and then Bobby or Piotr would use powers in class to shut them up, Remy and Rogue, well, you can imagine- I think the only students who were well behaved were Jubilee and the newest student, Susie."

"Well, that doesn't exactly bode well for our ever-popular, one-on-one 'Ask Us Anything' interviews." Jean raised her brows and both women shivered.

"Well, we'll see about it tomorrow won't we?" Ororo stated, and Jean nodded.

* * *

><p>"Oh, Kitty!"<p>

Kitty turned as Jean strode up to her. "I was wondering if I could ask you . . . well, actually for a favor."

"Oh," Kitty said, her perky face turning to the side. "Sure, Dr. Grey. If I can."

"Yes." Jean tried not to feel guilty. There was nothing wrong in what she was doing but it might be embarrassing to ask a student to help her solve a personal problem. "You have lots of computer . . . searching skills, and I just wondered if you could, in your spare time, see if you could find anything connected to this word."

Kitty took the piece of paper she was offered. "Shi'ar? I've never heard that before, what is it?"

"I'm honestly not sure," Jean confessed. "But, I was hoping-"

"Oh sure!" Kitty said brightly. "I'll get right on it!" She saluted, and Jean laughed. "Thank you Kitty," she said, as the young girl scampered off.

"It's never good when she gets that happy."

Jean's face broke naturally into a smile before turning to face the gruff Canadian. "Have you been a recent victim of Kitty's pranks?"

"Everyone's been a victim of her 'pranks'," Logan grumbled, pulling out a cigar. "It's a fact of life if you stay here too long."

Jean quirked her head to the side. "Is that your way of hinting that you'll be running off on us soon?"

"No. Why, do you want me gone?"

"No! I just . . . didn't know, and you never seem to stay with us as much as we'd like," Jean amended.

"Well." He looked to the side, then back at her. "I've found some good reasons to stay."

"Logan . . ." Jean said softly, then frowned at his hand. "Do you really think it's appropriate to be having that in here?"

"What?" Logan's eyebrows furrowed as he lifted up the cigar. "This?"

"Yes, that," Jean stated. "I'm not sure smoking inside sets a good example for the children."

"Well, I'm not really the 'Example for the Children Teacher' remember?" Logan grinned. "I'm the fun one."

Student's Lounge, Xavier Institute

"Are you sure you don't want me to freeze his shoes to the floor?"

"No, Bobby." Kitty rolled her eyes. "He's just a moron. If you spent time freezing the shoes of every moron to the floor, you wouldn't have time to breathe."

"He called you a slut," Bobby said, lowering his voice.

"Like I said," Kitty insisted. "Moron, by way of idiot. You have to just ignore those kinds of people, and go on doing your thing. That's what really gets to them."

"I don't like it." Bobby continued to frown, staring at the offending student. "You haven't done anything he hasn't done. It's prejudice, just as much as we get for being mutants. We don't need more of it around here."

Kitty let a slow smile slid over her face. "Feminism looks good on you, Bobby."

"Yeah?" he said brightly, before catching her drift and lowering his voice to a more suggestive tone. "Oh . . . yeah."

* * *

><p>"If he's so worried about her virtue," Piotr muttered thickly, glancing across the room at Bobby and Kitty, "he shouldn't be encouraging the ones who comment."<p>

"Her virtue?" Jubilee snorted. "What is this, the 18th century? Are we gonna start calling her a harlot now because she flirts with a couple people?"

Piotr sighed, coloring again."I didn't mean that, or to suggest her behavior is anyway inappropriate," Piotr tried to explain. "It is merely . . . bothersome to me, that they are moving so fast. I know I have no right to feel that way," the big Russian said glumly, "but I do."

Jubilee patted his shoulder. "It's alright, Big Red. But you can't exactly blame him. I mean, just look at exhibit A over there."

Piotr rolled his eyes, making Jubilee burst into giggled. "I would much rather not."

* * *

><p>"Remy, stop," Rogue whispered unconvincingly, leaning more into the wall as Remy pressed closer into her.<p>

"What's the matter River Rat?" he asked, his red eyes glittering. "'Fraid you'll lose ya Southern Belle status if you get caught with this bad boy, you?"

"You flatter ya'self too much, Swamp Rat," Rogue sassed, "Your ego is the size of Texas."

Remy grinned and leaned down to whisper something in French into her ear, his breath raising the hair on her neck.

"No, don't you dare," she hissed, by her hands stayed on his arms, and his arms stayed wrapped around her waist. "You will speak to me like a lady, Mister."

"Who says this one is no'?" Remy questioned. "This one just said you were right, you, oui."

"In those exact words?" Rogue raised an eyebrow. "What happens when I start gettin' real good at French, and I start knowin' exactly what you're sayin'?"

"You'll slap this one less," Remy said brightly, "because you'll know what I really mean. Y'wound this one, chere. If I was goin' to say somethin'. . . indecent to ya, wouldn't hide behind 'nother language."

Rogue rolled her eyes. "Sugar, you'll hide behind anythin' you can not to say plain out what you mean."

"Jus' like you hide behind that poison skin, pretendin' it means you can't never have what you want," Remy shot back.

Rogue's eyes instantly sparked with anger. "That's a different situation, Cajun, and you know it. You're so sure you know what I want? Then stop teasin' me with things you know I can't have and you can't ever give me."

Remy frowned, and then swiftly snaked his right arm around her back and used his gloved left hand to cup her neck and lean in as closed as he could get to it without brushing skin.

"Chere," he said in his low, bourbon voice, so close his words were like a physical kiss, "I'll give you any'tin' you want and then some more the minute you say the word, and I won't stop if I have to pour every ounce of me into you till ya drain me dry, cause I . . ." He pressed closer, "am not. . ." her eyes rolled up ". . . afraid."

Professor's Study, Xavier Institute

"And we haven't been able to pin point yet what her powers are. Her parents reported symptoms that seem rather like those of an empath or psychic, but her brain scans-"

The Professor groaned, and Hank stopped his presentation. "Sir? Am I . . . boring you?"

"Oh, no, no." Xavier smiled warmly. "Never Hank."

"Because I know, I can be rather long winded . . . or so the students tell me." The blue mutant grinned sheepishly.

"Not at all, old friend," Xavier answered. "I just . . . my head. I'm feeling a rather strong pain, and I'm afraid I may have to-"

His reply was cut off in a cry, and Hank sprang across the room to steady the Professor.

"Charles? Charles?"

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring:

Written and Directed by Julie Espenson

Created by Joss Whedon

* * *

><p><span>MedBay, Xavier Institute<span>

_"Let's Talk About Sex" by Salt N' Pepa Plays Over the Following Scene_

"So . . . we can ask you anything?" Rochelle looked skeptical.

Jean and Ororo shared a quick glance. "Yes," Jean confirmed. "We'll ask you some basic sexual health questions which will remain confidential, and then you can ask us anything you need to."

"Well . . ."

* * *

><p><strong>Katheryne Pryde, Aged 16<strong>

"So, Kitty, you say you are not sexually active. Now, if you were, you would use protection, yes?"

Kitty nodded. "Can I ask my question?"

Ororo smiled. "Sure, ask away."

"If I end up having sex with more than one guy," Kitty stated baldly. "How much lube should I use?"

Ororo's smile stayed plastered on her face as she swallowed. "Ah ha . . . he . . . well . . ."

* * *

><p><strong>Piotr Rasputin, Aged 18<strong>

"Is it really necessary to answer these questions?" Piotr asked, looking steadily down at his shoes.

"We really just need to know that if you are sexually active, or intending to be sexually active, that you know contraception is available," Jean explained.

"Well, while here," the big Russian swallowed, "no I have not engaged in . . . shananigans while at the school."

"Shananigans?"

Piotr blushed an even deeper crimson. "Is that not a word used? Bobby . . . Bobby said it was a word used to describe . . . the act of sex. Sid called it boinking. Remy offered other words in French, but I do not trust his mouth."

"No, you're right," Jean nodded. "Sh-shananigans is just fine. So . . . no shananigans, check!"

* * *

><p><strong>Rogue, Aged 17<strong>

"Do you really need to ask me if I've been sexually active?"

"Rogue," Ororo said gently, "we know it's a touchy subject, and that your mutation poses an interesting . . . situation, but there are other . . . ways in which a person can be active without skin touching. Though all those ways would be the most safe of ways to be sexual."

"Well . . ." Rogue swallowed, smoothing her hair back. "Is it possible to . . . have a- an orgasm just . . . just from someone talkin' to you?"

* * *

><p><strong>Remy LeBeau, Aged 17<strong>

"And when was the last time you were sexually active?"

Remy raised his thick brows high above his crimson eyes. "This is a very personal question, oui?"

"We just want to make sure that you know there is available contraception here if you chose to engage in sexual activities," Jean clarified. "And that if you have engaged in prior sexual activity, we have testing available."

Remy sniffed indignately. "The subtle hint that this one is a diseased whore is not lost on this one, et c'est tragique."

"No, we don't mean that at all!" Ororo put up her hands. "We just know some mutant men believe their status as mutants gives them . . . extended capabilities and protection in that area."

Remy's sly smile reasserted itself. "Found that one out for you'selves, you?"

Remy yelped as Jean gave his head a psychic smack.

* * *

><p><strong>Jubilation Lee, Aged 15<strong>

"I haven't been sexually active beyond just kissing, and that just before coming here, so, really no," Jubilee answered softly.

"Well, I would say especially at your age, waiting is still ideal, so it's nothing to feel bad about," Ororo said kindly. "Waiting for the right person is never a bad idea."

"Yeah," Jubilee looked away, muttering, "waiting, waiting, waiting."

* * *

><p><strong>Jean Grey and Ororo Monroe: Status, Exhausted<strong>

"OhGod," Jean groaned, as she and Ororo collapsed further into their chairs heavily, the sessions finally over.

"Why can't the guys answer the boys questions again?" Ororo asked.

"Because Scott would be so awkward and stiff around them about sex that they wouldn't say anything, and Logan would just preemptively wack all of them in the head," Jean chuckled. Ororo nodded in agreement.

"Ladies?"

"Come on in, Hank," Ororo yawned. "We were just finished with-"

"What's the matter?" Jean said, sitting up, her mind picking up on the Beast's worry.

"It's the Professor," Hank fussed. "He says he simply has a headache and needs to lie down, but I can hear him moaning and in pain when he thinks I'm too far away to notice."

"We'll help," Ororo said, getting up. "Jean, you'll probably know more about this than me."

"We won't know until we see it," Jean said, as they exited the MedBay and headed down the hall. "If we-"

"Oh, sorry Professors," said the small boned girl who quickly made way for them.

"Thank you Susie," Ororo said kindly. "If the Professor-"

"Ah!" Jean gasped, clutching her head.

"What is it? Jean?" Ororo held her friend's shoulders.

"God that hurt," Jean rubbed her temples standing back up. "I'm okay now, but . . .i f that's what the Professor is getting, it doesn't feel like an ordinary headache."

"Of course not," Ororo sighed. "Can't ever have a calm week here."

Teacher's Rooms, Xavier Institute

Jean turned over in her bed and groaned. They had made no progress in finding out the source of the Professor's debilitating headache, and she'd made no progress in falling asleep.

She felt Scott pull her closer and snuggled into his chest. She laughed as he started kissing her face. "Scott, stop, we need to get up early next morning."

Scott ignored her, kissing her and trying to remove her top.

"Scott I'm serious," Jean tried to push him off, but he tightened his hold on her.

"Scott, stop it, stop!"

Jean gritted her teeth and tried to project her words into his mind, but he continued to push at her.

"I said no!"

With a burst of telepathic energy, Jean shoved him off the bed and across the room.

"Scott?" she asked cautiously, her mind already trying to work out what was happening.

"You bitch," he growled at her. "What is it? Not enough hair? No cigar smoke stink?"

"This is what this is about? Logan?" Jean gasped.

"It's what you want, isn't it?" Scott hissed. "I see you, the way you look at him, the little signs. Are you already screwing him? Huh?"

"Something's wrong," Jean surmised, trying not to shake with the force of his venomous words. "You're not yourself."

"Don't try to avoid it," Scott rose, stumbling towards her. "Don't you lie to me."

"I'm sorry," Jean choked out. "I have to fix this."

She closed her eyes and focused. Scott let out a brief cry before crumpling, unconscious, to the floor.

Shaking, Jean swiftly left the room.

Students' Lounge, Xavier Institute

Jean descended the darkened main stairs, determined to get to Hank in the MedBay and solve whatever was controlling Scott: and she assured herself it _was_ something controlling him that had made him say and do what he did.

She frowned as she sensed two highly aroused bodies nearby: and not adult, either. Turning a corner into the student's lounge she saw-

"Bobby, Kitty!" Jean coughed out, for a moment stunned with the sheer indecency of the moment.

Appearing utterly indifferent to her cry, the two young mutants continued to passionately kiss, their hands roving around under each other's clothing.

"Okay, you guys, not here," Jean announced. The two continued to grope one another. "Did you hear me?"

Jean started forward, determined to pull the two apart by telepathic force if need be, when Piotr jogged heavily into the room.

"Is there a reason no one is listening to me?" Jean asked, turning to the big Russian. "Piotr, if you could head down to the MedBay-"

Piotr's eyes remained fixed upon the kissing couple. With a snarl, he ripped Bobby off of Kitty, his arm shielding up as he did so, before punching the other boy sharply in the stomach. Bobby responded by icing his upper body, and throwing a left jab at the bigger mutant's exposed face.

"This is enough!" The three students gasped as Jean clamped down on their unruly minds. It shocked even her how quickly they lost consciousness, and she hurried to catch Kitty in her arms as she mentally lowered Bobby and Piotr safely to the floor.

"Okay," she reasoned out aloud as she checked each students pulse. "So whatever is wrong with Scott is wrong with the three of you, some kind of mental hold or hormone overload that . . . makes you give into your darker urges." She tried not to think of what that would mean for Scott, and continued piecing it together. "So I'm guessing it's also affecting the rest of the school. Shit!" she swore, realizing this meant Hank might not be able to help her. _Ororo_! she called out mentally, praying her friend was still in possession of her senses as well. _We've got a problem._

Students' Rooms. Xavier Institute

_"Stripped" by Shiny Toy Guns Plays Over The Following Scene_

Remy rolled over onto his back, rubbing his face. He'd had headaches and hangovers and probably even brain damage, but whatever was hurting him now didn't feel quite like any of them.

There was movement to the right of his bed and reacting off of nearly seventeen years of conditioning, he swiftly palmed two throwing knives and whirled to meet his attacker.

"Not exactly what I was expectin' to find pointin' at me," drawled his 'attacker.'

"Jesu Rogue!" Remy swore angrily, his eyes adjusting and making out her form in the darkness. "Coulda killed you, me! Don' sneak up on this one, comprends?"

Rogue just made an almost purring sound in the back of her throat and slid onto the bed next to him. "Why don' you put those away, sugar?" she whispered, her accent thickening with every word.

"What's gotten into you?" Remy questioned, as Rogue sidled up beside him, situating herself in his lap, the silken folds of her nightgown barely a barrier between her skin and hers, and Remy tried to suppress a groan and failed.

Rogue laughed a little, her soft hair falling around his face, gloved hands sliding over his bare chest.

"Chere," Remy breathed. "Rogue . . . why . . . why-"

"Why not?" She ran her fingers through his hair and then pulled, roughly, to get him to face her. "Why not? You said you weren't afraid."

Remy began to answer, and then stopped. "I'm not," he said casually, "and believe this one when he says any other night of the year he wouldn't be thinkin' no second thoughts. But you got a funny look in those pretty brown eyes, and this one knows when someone's mind is bein' played wit'."

"What are you sayin'?" Rogue narrowed her pretty brown eyes.

"This one's sayin'," Remy said, making his voice thick with his charm, and smiling up at her with a glint in his eyes, "that he would want nothin' more than to stay in this room and do t'ing's to ya dat'll get this one's head sliced off by Logan. But my thief's nose can tell when somethin's wrong, and I think you should come with me to find it out."

Rogue pouted. "Nothin's wrong with me," she declared, arching up and pressing herself into Remy, who bit his lower lip to prevent a moan from escaping. "Somethin' wrong with you? Your promises all talk then? Not such a man?"

Remy growled, deep in his throat, and in one swoop flipped her onto her back with him on top, his nose inches from hers. "Don'," he forced out, his breathing heavy, "don' push this one, chere. Not a nice man, me. Been doin' bad t'ings for years now, more used to it than not. Could do bad, bad things to you now."

"I wanna do bad things to you, too, sugah," Rogue tempted.

"See, that's jus' the thing." Remy shook his head, his long hair waving from side to side. "You don'. At least: you don' know if you do. You ain't in you right head, River Rat. Won' take advantage o' you like that, non."

Rogue hissed at the back of her throat, and Remy gave her his most charming grin. "Don' be like that, chere," he cajoled, pulling both of them up off the bed. "Come wi' this one. F' we don' find anythin' wrong, then you can come back here and punish this poor Cajun fo' all his mistakes."

Left Wing, Xavier Institute

Jean hurried along the left wing of the school, trying to sense where Ororo was as she made her way towards the stairs that would take her to the MedBay. Ready to face whatever state Hank was in, she heard a commotion to her right, in one of the staff rooms.

"Oh there is no God," she said through gritted teeth, and with a wave of her hand, forced the door open.

A dazed and not-very-clothed Sid lay on the ground, surrounded by Christi, Janice and Fallon, all in varying states of undress.

"What now?" Jean questioned under her breath. She didn't want to walk around knocking out students! She couldn't be sure the ease with which she did so didn't carry some darker hint of the Phoenix, or that it wouldn't harm them.

The three girls hissed and pulled closer to Sid, but Sid seemed to push back slightly, trying to catch a glimpse of his teacher. "Jean? I didn't mean . . . I'm not sure what happened, they ripped my shirt, see-"

"It's alright, Sid, come with me," Jean beckoned. The boy rose to obey, but the feral girls around him hissed and pulled him back.

"You stop that right now," Jean ordered, stepping forward, eyes blazing, putting just a tiny bit of mental pressure on the girls, enough to get them to release Sid and allow him to stumble over to her. "Stay in here," she ordered, pulling the mutant boy with her outside of the room and shutting the door soundly behind him. Turning around Jean jumped a bit at the pajamaed white-haired mutant in front of her.

"Ororo, thank God," Jean breathed. "It's some kind of mental hold or something over the students. I think it's whatever's been causing my and the Professor's headaches, so I would guess that it can't affect psychics the way it does everyone else. Sid's powers are partly mental, so he's somewhat better, but I had to knock out Kitty and Bobby and Piotr when-"

Jean's monologue was cut off when she felt Ororo's soft lips pressed up against hers. In shock, it took Jean an entire minute to pull away.

"Ororo, what are you doing?"

Ororo tilted her head to the side, and blinked. Jean's heart sunk when she realized Ororo had the same wide-eyed out-of-control stare that characterized the other students. "Ororo-"

Ororo's eyes shifted to Sid, who followed them as if mesmerized. He started to step forward and the African goddess smiled.

"Okay, no!" Jean said in horror, stepping between the two and pushing Ororo gently back.

The weather witch's eyes went white, and she said a word in a language that Jean didn't understand.

"Ororo, don't," Jean warned.

Ororo raised her arms and a powerful blast of wind coursed down the hall, while sparks entangled themselves around her body. She brought her arms down to the center of her chest, the lightning bleeding out of the rest of her to form a ball in her hands. Jean threw up her telepathic shields just in time to prevent the shock from hitting her square on. Anger swelled up inside the redheaded mutant, breaking the locks in her mind she'd used to keep the fire inside her at bay; it welled up in her eyes. Eyes burning red and black to the other mutant's white, she shoved her power at the formidable opponent, not letting up until she had reached her friend's mind and thrust it into darkness.

**COMMERCIAL BREAK**

* * *

><p><span>Left Wing, Xavier Institute<span>

"What did I do?"

"I . . . I think she's unconscious," Sid volunteered, voice shaking.

Jean knelt down, touching her friend's pulse. It was strong and steady, but that told Jean nothing about what she might have done to Ororo's mind.

"I have to get upstairs, to the Professor," Jean decided, standing up. "Sid, will you stay here with her?"

"Yeah, yeah." Sid nodded, swallowing hard.

Jean took off on a run, leaping up the stairs to the second floor, using her telekinesis to propell her faster. Turning to run towards the third level stairs, she saw two figures stumble out of the darkness and whipped around to face them.

"Woah, woah, jus' us, don' shoot!" Remy pulled himself and Rogue to a halt, putting up his hands in surrender.

"You." Jean eyed him. "You can talk? It hasn't affected you?"

"It?" Remy's eyes widened. "Oh, merde. It's everyone, huh?" Rogue made a noise somewhat like the warning growl of an angry cat, and Remy tightening his hold around her waist, whispering in French into her ear. "She . . . she was talkin' at first, but stopped," Remy explained. "Knew somethin' was wrong wi' her. Why am I not affected?"

"It must have something to do with telepathy," Jean reasoned out. "Whatever it is that prevents telepaths from reading your mind is helping you keep this . . . out."

"So you don' know what this . . ." Remy swallowed and shivered, trying to manuever around the distracting roving of Rogue's hands on his body, " . . . is?"

"No, but it clearly has something to do with hormones . . . sexual hormones," Jean coughed as she tried to ignore what the normally shy Rogue was clearly attempting to draw Remy into. She felt a surge of sympathy for the boy, who was clearly making a Herculean effort to control his own responses to girl entwined around him like a cat. "It's lucky you weren't affected too, or you both could have been seriously hurt by now."

"Tell this one about it," Remy grumbled, shuddering when a gloved hand raked gloved nails down his spine.

"We have to get to the Professor," Jean ordered, hurrying them up the stairs. "C'mon, let's go!"

At the top of the stairs, Jean sensed something coming at her from the right. With a surge of telepathic energy, she pushed Rogue and Remy forward out of danger, and then shoved out psychically at the figure.

Logan rolled onto his feet and into a crouch, his growl even more animal like than usual.

"Logan." Jean put up her hands, backing away. "Just calm down, please."

Logan's head cocked to the side, very much like a wolf, and he sniffed the air. His eyes were as wide and wild as the others.

"Please, Logan," Jean said, eyes locked onto those of the wild creature, "I know you're still in there, I know you can hear me. You have to fight this."

"Jean-" Remy began, and Logan growled.

"You go on," Jean said, still facing Logan. "Go to the Professor."

"He don' look like you should be left alone wi' him, you," Remy cautioned.

"I can handle Logan, just go." Jean took her eyes off of Logan to order Remy, and the beast sprang.

Jean was just getting her shields up when a flash of red-purple energy knocked Logan backwards.

"Remy, no!" Jean hissed, as Logan began to recover.

"You gotta go," Remy stated. "F' telepaths can fix this, Professor might need you!"

The Wolverine roared and ran at Remy, claws extended. A second later he was soaring backwards, courtesy of a Rogue looking as feral as he as she proceeded to defend her mate.

_Jean. Jean, you must stop this._

"How?" Jean answered the psychic call aloud, while Rogue and Remy fended off a frustrated Logan.

_The girl/pheromones/the girl/dreaming/pheromones unleashed/subconscious/wake her/wake her Jean!_

The Professor unloaded the information all directly into her mind, and Jean saw a mental image of the sleeping Susie, the unknowing cause of all the problems.

_Go Jean! Go now! Can't . . . can't reach her psychically . . . wake her!_

With one last devastated look at the two students fighting their teacher, praying he had taught them well enough to fend him off, Jean ran to the edge of the stairs and leapt down. She soared over the bannister to land on the second level and turning, ran towards the door to the room of the sleeping girl.

Thrusting the door open with her mind, Jean gasped as she reached the edge of the girls bed. The little blonde still slept deeply. Jean shook the girl, patted her face. "Wake up! Wake up, Susie! Please, please wake up!"

Susie slept on, and Jean screamed in rage. Flicking furious eyes to the bathroom, she twisted her hand and water spouted from the shower head. Pointing, she directed it to flood through the air across the room, drenching the girl's bed.

Susie gasped and sat up with wide eyed. "What? What?"

Jean collapsed, her upper body landing on the soft bed.

"What is it?" Susie asked, gasping.

"Bad dream," Jean offered. "Had to wake you up."

**COMMERCIAL BREAK**

* * *

><p><span>Professor's Study, Xavier Institute<span>

"So pheromones did all that?"

"Yes Scott," the Professor answered. "Humans have evolved beyond most pheromone use: I suppose that is what made us all so vulnerable to Susie's particularly powerful dose."

"But she's safe now?" Ororo asked.

"Oh yes," Xavier confirmed. "I put in a series of mental blocks to prevent her powers from escaping unawares, and now that we know what they are we can properly train her in how to control them."

"I must say, I may be more terrified of what she can do than any other mutant I've met," Hank chuckled.

Jean swallowed. "I agree."

Students' Lounge, Xavier Institute

"But you're sure I didn't hurt you?"

"Yes Bobby." Kitty rolled her eyes good naturedly. "I'm sure. We just went . . . a bit too far, a bit too fast."

"Well, I'm still sorry, and sorry to Piotr too." Bobby shook his head. "I feel awful, but thank God it's over. I don't like not being in control of my own body. Now we can hopefully get back to normal."

Kitty nodded, her eyes shifting.

"What?" Bobby asked.

"I'm just . . . wondering what normal is," Kitty said, biting her lip.

"What do you mean?"

"Bobby . . . it's not just last night," Kitty explained. "I feel like . . . we're going too fast period. Maybe it's because you were with Rogue for so long, maybe it's us but . . . I don't actually want to rush into the physical so quickly like . . .l ike we're doing."

Bobby pulled back. "So you're saying this is my fault, because of how I was with Rogue?"

"No! I just mean . . . it feels like, like you're trying to prove something."

"Trying to prove something?" Bobby snapped. "So all of a sudden this is all my fault? What about Piotr, what was he trying to prove?"

"Bobby, please."

"It's him isn't it?" Bobby deduced. "This is about him now, huh?"

Kitty stared back defiantely. "Maybe."

"Great," Bobby spat, turning to walk away. "Just great. Well call me when you've decided he's too slow for you, and I'll remind you of this."

"Bobby-" Kitty started to call after him, then stopped, and let him go.

Left Wing Balcony, Xavier Institute

Rogue huddled, arms wrapped around her knees, shivering in the autumn air as she watched the sun disappear at last from the horizon. She wasn't crying - she would give herself that. But she didn't know when she would next be able to face anyone inside the school.

Steps sounded behind her and she stiffened, and bit the inside of her cheek hard as the last person she wanted to see her sat down beside her.

"Love autumn," Remy said casually, staring straight forward. "Back . . . home, it's the only time you get a balance between the coolness and the hot. Can finally walk outside wi'out burnin', you."

"Balance," Rogue snorted. "Never thought to hear you talk about that."

Remy sighed. "Could ask you why you angry wi' this one, o' course. But know it might just get this one a slap, and want to keep this one's pretty face. So I'll just be sittin' here, waitin' until you feel ready to tell this one."

"It's all a game to you ain't it?" Rogue said harshly. "I coulda killed you back there, and here you are all over again, like nothin' happened!"

"Could have, but didn't chere," Remy reminded. "What does that say?"

"That for once in your life you showed some restraint."

"Hey!" Remy pulled back slightly, getting angry now. "Well, for one in your life you didn't: and what's so bad 'bout that, River Rat? 'Fraid if you let down your almighty restraint, you might actually feel somethin' and enjoy life for once?"

"Don't you get it?" Rogue raged. "If we ever both give in, that's it, you're done, dead! Maybe it's fun to play at this for you, but for me it hurts - it hurts, okay? I can't be a game, and I can't be a challenge, and I sure as hell won't be a conquest. All I want is- is someone to hold me, be beside me, tell me all this is worth it in the end, even if I know it ain't. And I want that person to be you, but it can't, don't ya get it? It ain't ever gonna happen because my whole power is about restraint. I got no control over my abilities. And you, you got no control over yourself! Chargin' an object and throwin' it away, that's your special gift. Well I'm not an object. I'm a woman, and if you won't treat me like one, then just leave me alone!"

Remy stared at her for a minute, and then got up and walked back inside. Rogue shuddered, forcing herself not to cry until she knew he couldn't hear, the pain digging its way back into her chest, the knowledge of how alone she would be burrowing into her soul.

The door slid open again and Remy walked back out onto the balconey. Rogue started when she felt him wrap a blanket around her snugly.

"Know how cold us Southeners get up here North, oui?" he said softly, sitting down beside her.

Rogue stared at him, her breathing ragged, and he gave her a soft smile, and Rogue let out a small bark of laughter, and let him draw her into his arms.

"Everything's gon' be fine, chere," Remy murmured.

"Promise?"

"Promise."

Professor's Study, Xavier Institute

"Well, I would say I'm proud of you, but I don't know if you would find the complements of this old man worth much anymore."

"Of course they do, Professor." Jean smiled. "Don't ever sell yourself short."

Xavier chuckled. "I think it's you who should be most proud in this situation though. You managed to save the entire school, and hold back your little friend all at the same time."

Jean looked down. "Well . . . I don't know if I really came in time. Logan is still pretty horrified he fought Rogue."

"Yes, I can imagine so," Xavier nodded. "Though she's unharmed at least: he can take pride in that he taught her and Remy well enough that they could hold him off."

"He still attacked students," Jean stated. "_I_ attacked students. I knocked out Bobby, Kitty, Piotr, and then Ororo."

"All of whom show no ill effects."

"I suppose," Jean sighed.

"Jean." The Professor moved his chair towards her. "You managed to safely subdue those under these effects without lasting harm, _and_ hold down the Phoenix. You have nothing to apologize for and everything to be proud of."

"I suppose," Jean said again, but she was smiling now. "And Kitty got back to me that this thing the Phoenix kept trying to create wasn't real, couldn't find it on any of the computers, so I can say I'm making progress. Not sure why the Phoenix would have created 'Shi'ar' to try and unravel me but-"

Jean stopped at the look on the Professor's face. "Professor?"

"What was the name of this entity?" Xavier asked in a low, shaky voice.

"Sh-Shi'ar," Jean responded. "But it's just something Phoenix concocted to try and work me up-"

"No," Xavier shook his head. "No, Jean, I- this. . .this thing. I don't think it is from the Phoenix."

"Why not?"

The Professor met her eyes. "Because when I was a boy, I took was contacted by an entity calling itself by that name. A voice in my mind, beyond all others which touched there: beyond human."

"Beyond human?"

"These Shi'ar," Xavier said slowly, "if they told me truly, are not human. Not of this world."

"Then from what?"

The Professor took deep steadying breaths. "From another."

**ENDING CREDITS**

**Promo For Next Episode:** _A flamboyant new mutant arrives at the Institute just as the X-Men are getting back to a normal routine. But when Magneto resurfaces again with news of a polarizing future 'cure' for mutation, will it tear the school apart?_


	8. Chapter 8

**Season One, Episode Eight: A Sense of Disease**

Main Door, Outside Front Hall, Xavier Institute

"So the leather jacket is your look, huh?"

Logan, cigar gripped between his teeth, stared over at the grey-eyed, handsome young mutant with dyed blue and white hair. "Wha'?"

"Your look, you know, just that leather jacket and the greaser hair. That what you rock?"

Logan raised an eyebrow. "Got a problem with it?"

"No problem." The new recruit shrugged as Logan opened the Institute's front door. "None at all. It's a good look, it's . . . swank."

"Listen, kid," Logan began, taking the cigar out of his mouth at last. "If you-"

"Logan, there you are," Ororo's warm voice cut in, as she pulled him into a half hug. "And is this our new exchange student?"

"Jean-Paul Beaubier," the white and blue haired mutant introduced himself, bowing a bit before kissing Ororo's hand. "Enchante."

"Oh Goddess, I don't think we can handle another Remy," Ororo laughed.

"What's this one done now?" said the subject of the conversation, popping his shaggy-haired head into the front hall.

"Jean-Paul here also likes to talk to the ladies in the language of love," Ororo joked. Logan rolled his eyes.

"Jean-Paul?" Remy asked, ambling up. "French, you?"

"Quebecois," Jean-Paul answered. "And you sound like one of those Swamp Dwellers who speak Franglais down with your crawfish."

"Oh, now don' be insultin' my people, mon ami," Remy said casually. "Else we won't get off to such a good start."

"Oh, that would be a pity," Jean-Paul grinned, raising an eyebrow.

Logan made a choked coughing sound. "Yeah, I'm gettin' a real bad opinion of the French from hangin' around here. Is the Professor upstairs?" Ororo nodded, and he set off.

"Remy, what did you do now?" Rogue asked, striding out, followed by Kitty, Bobby and Piotr.

"Why does everyone assume this one's done somethin' bad? Can't walk into a room without bein' accused of somethin', c'est absurd, vous ne convenez pas?"

"Pas si vous sont mauvais," Jean-Paul purred.

"Uh oh," Kitty tsked, "anytime Remy gets to talking in French it's bad news. Oh . . . hello," she said, spotting Jean-Paul. "Hello, I'm Kitty, you're new right? Was he bothering you?"

"Well I admit to starting it," Jean-Paul said slyly, "but he was the one who kept it going."

"Always me!" Remy whined. Rogue reached up to pet his hair, and he made a happy noise.

"You can't get Remy started on flirting," Jubilee said, crossing from the other side of the room. "He doesn't know how to control himself."

"Oh there's no harm in it," Jean-Paul waved his hand. "Well, while I'm the center of attention, I guess I'll introduce myself, I'm Jean-Paul. You can call me JP, but please not Paul, Paulie, Jean, or Jack."

"I'm Bobby," the ice-controlling mutant answered, "and this is Kitty, Jubilee, Piotr, Rogue and Remy."

"Yeah, I met him," Jean-Paul snorted. "No harm meant though, I got nothing against Cajuns," he indicated to Remy, who bowed his head graciously.

"I like your hair," Rogue said, and Jean-Paul threw her a smile.

"Thanks doll, I like yours." He tugged on one of her white strips, and Rogue jumped a bit.

"Oh, sorry," Jean-Paul pulled away.

"No, it's, it's okay, it's . . . it's a mutant issue," Rogue swallowed.

"I can show you to your room, if you want?" Jubilee offered brightly.

"Thanks, you're a peach," Jean-Paul acquiesced, pulling the handle on his wheeled suitcase and hoisting a bag over his shoulder.

"Got some gold flash in the bag, non?" Remy noted, eliciting a light slap from Rogue. "What, this one wasn't gonna steal it! Wouldn't have pointed it out if I meant to, me!"

"Yeah, my ski trophies," Jean-Paul answered.

"Oh, you ski?" Piotr put in, politely, but with an enthusiastic undercurrent.

"Like my life depends on it," Jean-Paul grinned. "Anytime, anywhere, so if you want to make plans count me in."

"That sounds-" Piotr's reply was cut off in the rush of noise and students that flocked to the windows, talking, shrieking and pointing all at once.

"What the heck?" Bobby muttered, as the collection of second generation X-Men tried to push their way gently enough to see through the crush of students.

Out on the lawn marched a single figure, an old, proud man encased in a suit of iron.

"Magneto," Bobby breathed.

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Ian McKellan as Eric "Magneto" Lensherr

Rebecca Romijin as "Mystique"

David Giuntoli as Warren Worthington the Third

And Introducing Reece Thompson as Jean-Paul "Northstar" Beaubier

Written by: Ben Edlund

Directed by: James A. Contner

Created by Joss Whedon

* * *

><p><span>Front Lawn, Xavier Institute<span>

"You got a lotta nerve showin' up here uninvited, bub," growled Logan, his claws extended.

"Wolverine, you seem as blunt and unthinking as ever," Magneto said crisply, examining the row of X-Men assembled in front of him in fighting pose, barring him from the school. "However, I have no desire to tangle with any of you. I only wish to speak to Charles on a matter which concerns us all."

"And we should believe you because . . .?" Ororo demanded.

"Because, my dear." Magneto grinned slightly at the edge of his mouth. "I have come unarmed and in peace to your school, and once you hear what I have to say you will know all of my purpose and meaning. But, just to assuage your fears . . ." Magneto reached up and slowly removed the metal helmet from his head.

Jean narrowed her eyes, but scanned Magneto carefully. He raised a surprised, bemused eyebrow in her direction. "Quite nice to see that death hasn't slowed you down, Jean. Have you found what you're looking for yet?"

Jean's eyes widened. "Oh my God," she breathed.

Magneto nodded grimly. "Now you see why I have come."

War Room, Xavier Institute

"A mutant cure."

Magneto pronounced the words with every ounce of disdain his thrumming voice could muster. "Or at least that is how they will intend to sell it to the public - as if we were a disease."

"Eric, you put us all in danger coming here," Xavier sighed, rubbing his creased forehead. "If the government knew you were here-"

"You could simply say I fought my way into your school and you repelled me," Magneto responded easily. "I don't intend to linger, my purpose here is quite simple. This cure, this future weapon, is produced by Worthington Industries. They haven't announced it yet, and I haven't been able to discern the location at which it is being prepared."

"And you want us to find it for you and take you there so you can, what, blow it up?" Scott surmised.

"Take me there?" Magneto raised a wispy eyebrow. "I wouldn't set foot in the place. But yes, I would ask that you find out where they are keeping this so-called cure and see for yourselves. Know for your own sake how they now try to destroy us."

"A cure doesn't have to be a weapon," Ororo countered. "And there's many out there who could benefit from what it offers, even if you don't think they deserve that chance."

"My dear, use the brains I assume Charles has attempted to cultivate in you," Magneto snapped. "Before they stock the shelves with this cure for sale, they'll load it into the barrells of their guns. If it can be used as a weapon, it will be used as a weapon."

"That's the same logic people use about mutants," Jean said coldly.

"And so you believe any natural power should be contained, do you?" Magneto asked silkily. "That is unexpected coming from your direction."

"Eric, this is an argument we will not settle this day," Professor Xavier insisted, raising his hand. "But on one thing I do agree. If this cure exists, we should know about it. Dr. McCoy, can you get in contact with anyone from Worthington Industries?"

"Yes, Professor." Hank nodded, glancing uncomfortably over at Magneto. "I have contacts who should be able to quickly locate the source of these rumors, though if they are true it troubles me that I was not told of it."

"A very salient point," Magneto put in.

"Alright then," the Professor nodded. "Dr. McCoy, you see what you can find, and if you locate the source of these rumors or possible experiments, and if they prove to be real, we will pursue the matter further."

"Through means that the government, perhaps, would not otherwise allow?" Magneto gathered, and nodded with a smile. "Aren't you glad now, that it was me who came to you with this news, someone not quite so . . . reputable, who would not have a problem with these tactics?"

_I do not think we will come to an agreement on the subject of tactics anytime soon,_ Xavier said mentally. _Old friend_.

Teacher's Hall, Xavier Institute

"We don't trust him do we?" Logan asked Jean as they walked with Ororo towards the stairs.

"Of course not," Ororo stated confidently, "but it doesn't mean we shouldn't check it out if it's something that could affect all of us."

"And I couldn't find any other motives in my sweep of his mind," Jean stated. "And this sounds like something Magneto would think and do."

"He coulda been foolin' ya though," Logan argued, "He was all too willing to take that stupid hat off."

"Whatever the case, we need to make sure this stays between us," Ororo said clearly. "We don't need news of this mutant cure getting out to all the students."

The teachers nodded in unison, even Jean unaware of the small pair of student ears listening from a nearby alcove.

**COMMERCIAL BREAK**

* * *

><p><span>Students' Lounge, Xavier Institute<span>

"So this Magneto, I've heard of him," said Jean-Paul, lounging on the couch and idling flipping through a magazine. "He's the freedom fighter guy right?"

"He'd like to think he is," Bobby answered angrily. "He thinks highly of himself, but he's willing to throw away anyone else if he thinks it's necessary."

"I just don't get why we're letting him stay here," Kitty frowned. "Why don't we just kick him out?"

"They're not gonna turn him over to the police are they?" Jean-Paul asked.

"They should," Rogue muttered.

"C'mon that's harsh, he's still a mutant, still on our side," Sid argued.

"No, harsh is standin' on the top of the Statue of Liberty waitin' to die," Rogue shot back, fists clenching.

"No worries, chere." Remy wrapped an arm around her waist. "Ol' Professor won't have forgotten that. And if that bucket a' bolts has, well, me and Logan will remind him, us."

"But then why are they letting him here, what are they talking about?" Bobby asked again.

"I can answer that." Jubilee sat down on the table in front of the couch and leaned in to her friends. "Ashley just told me - she heard it from Rochelle, who overheard it from Storm," Jubilee whispered. "She said they were talking about some kind of mutant cure."

"A cure?" Kitty asked. "Like . . . to get rid of mutants?"

"I guess to get rid of our mutations, yeah," Jubilee surmised.

"How many people know about this?" Bobby asked, always the one to want the tactically useful information.

"Well, Ashley knows, so within the next ten minutes, half of the school," Rogue said flatly. "Specially if just like Jubilee here, they're all tellin' their friends."

"Why would the teachers wanna hide this from us?" Jean-Paul asked.

"Probably because they don't want to start a panic," Bobby pointed out reasonably.

"Should we be panicking? I mean, is that what we're doing now?" Sid asked.

"I don't know," Remy said, his eyes scanning the room. "But from the looks a' things, word is most certainly out."

War Room, Xavier Institute

"Where is Mystique?"

Magneto shifted in his chair. "She's well and away."

"Seems strange, to have your right hand woman not with you," Jean noted icily.

"Like all women, she needs her time for herself, out of the company of men," was Magneto's wry answer.

_He doesn't seem to know about her breaking in to the school_, Jean communicated silently to the Professor. I_t doesn't look like he ordered it._

_Perhaps_, Xavier answered cautiously, _But I have a hard time believing Eric would give us full access to his thoughts without having first carefully buried those he wishes most to hide._

The door was pushed open and a flustered Hank stepped inside, his eyes skittering to Magneto.

"It's alright Hank," Xavier said placidly. "You can speak freely here."

"Charles can always remove the memory of what you say from my mind if he doesn't wish me to know it," Magneto added with a smile that bespoke of an inside joke.

"I got in touch with Warren Worthington the Third," Hank said, still uncomfortable. "He's the son of the owner of Worthington Industries. He says he financed a project to look into a mutant cure." Hank swallowed hard. "Charles, he said they were successful. The cure is real."

Room 341, Xavier Institute

"So we're moving on to the immune system, now if you could just-" Ororo sighed inwardly when a student raised their hand. "Yes, Rochelle?"

"Will this cure attack our immune system?"

"I-you . . . what cure?" Ororo stuttered.

"You know, the one you were talking about with Professor Logan and Professor Summers," a boy at the back put in.

"If you thought you overheard something," Ororo said firmly, "then class is not the place to discuss it. Maybe after class-"

"But this is biology, right?" Jubilee asked, hand raised. "I mean, this cure will act on our biology, so it's not that far off."

"As of now we have no proof of any kind of 'mutant cure'," Ororo said loudly. "It's just speculation that we're looking into."

"But if it is real, we wouldn't have to take it, right?" asked Rochelle.

"Of course not," Ororo tried to retake her class. "But-"

"Well they would have to force us to take it to make us," said the boy in the back.

"Some people might want it though," Jubilee put in, glancing over at Rogue who kept her head down.

"Right. Cure," Jean-Paul snorted. "It's just like 'pray the gay away,' they want to cure something that's a natural part of our evolution because they don't think it's right."

"Just because it's natural don't have to mean it's right or good," Rogue finally spoke up. "Disease and viruses are natural, but we cure them."

"So we're a disease now?" Rochelle snapped.

"Rogue didn't mean it like that," Kitty cut off, defending her friend. "But," she glanced at Rogue apologetically and continued, "But that is how some people are gonna argue it, by saying we're a disease. And that's how a lot of things got started, I mean a lot of pre-Holocaust anti-Semetic material couched it in pseudo-scientific terms talking about how Jews were a disease."

"And people wanting to 'cure' their mutation is just like people wanting to dye their skin paler or hide their ethnicity," Rochelle argued, "it's all about shame, and giving in."

"'Cept ethnicity don't flare up without you meanin' to and hurt the people around you," Remy said darkly. "It ain't a force you can lose control of and end up wit' blood on your hands, n'est pas? Some of us gotta deal wit' 'gifts' that ain't hardly gifts at all. A lot of us out there, we'd give a whole lot jus' to be able to know the people around us are safe from ourselves, us."

"By giving up what you are-"

"You don't get it, your powers are easy to live with-"

"It's just a plot to exterminate us anways-"

"You're not looking at the big picture-"

"Everybody quiet!"

The class hushed at Ororo's uncharacteristic tone. "Now this is not the place or time to discuss this. If you want to discuss it, we can have an extra Ethics seminar later, but for now? We're going to take about immunity."

Blackbird Hanger, Xavier Institute

"Ready to fly Logan?"

Logan glared from his backseat over at Scott, who simply grinned: everyone knew Logan hated flying. "So what do we need to know about this Warren, Hank?"

Hank flipped the controls on the right side of the ship as co-pilot. "Well, he's a young scientist, just in his early thirties, did some work with genetics, but he's not the main brains behind the study, just the finance. He says they've been working on this mutant cure for years, and had a breakthrough seven months ago. He says they are completely successful, but he won't tell me how they did it: he wants us to see for ourselves."

"Trap?" Logan asked, tightening his seatbelt.

"Possibly, though I doubt it. I'm aquianted with Warren and his father. They're not mutant haters by any stripe, though not exactly forthcoming about our rights," Hank supplied. "Still, no reason not to be careful."

"Alright, liftoff, let's go visit this Warren," Scott said as the Blackbird started to rise.

"Yeah," Logan choked out, gripping both side of his seat roughly, "let's just get this over and done with."

* * *

><p><strong>COMMERCIAL BREAK<strong>

War Room, Xavier Institute

"I hear your students have their own very definite opinions on this so-called cure," Magneto said with a satisfied smile from across the table. "You did of course mean to tell them? You wouldn't keep your precious students in the dark about something so important to their own existence."

"If you leaked this out," Jean began, eliciting a slight huff of laughter from Magneto.

"So you were intending to keep them ignorant?" Magneto shook his head. "No, my dear I have been right here as you should know, and since the only other ones who know of this cure are your friends, I suspect one of them slipped up, or perhaps a student overheard. And why shouldn't they? I hope when you have proof of it you won't conceed to keep all of mutant kind in the dark on something which concerns us all."

"But not all in the same way, Eric," Xavier said, his eyes alight. "For you it is a threat to your existence, but there are those for whom mutation is not such a beneficial gift who might welcome this cure."

"And those who would use it to quell the moving of the tide, to strip us of our birthright. Do you truly believe, Charles," Magneto said, leaning forward, "that this will not be used as a weapon? Yes, those who think themselves cursed will beg for this cure, but do you really believe they will stop at only the ones who come willingly?"

"It's all about choice," Jean put in. "The people who don't want it and the people who do both deserve that choice."

Magneto's face split into a slow, pitying smile. "The choice you did not have?"

Worthington Industries, Research and Development, Portland, Oregon

"Welcome to Worthington Industries."

Warren Worthington the Third was a handsome brunette with the straight shoulders and calloused hands of an athlete. He smiled politely as Logan, Scott, and Hank moved through the complicated screening process which precluded entering the Worthington laboratory proper.

"Could you remove your watch, sir?"

Logan grumbed. "Trust me kid," he said to the smaller man operating the screen. "No matter what I take off, metal detectors are still gonna ring."

"I see, your . . . skeleton," the man nodded. "If we could just do a patdown- or- or not," the man finished at a look from the burly Canadian.

"Hank." Warren smiled with actual warmth once they were through. "I was hoping you'd be the first to come around."

"Were you?" Hank asked lightly. "We received no official, or unofficial release, we simply followed up on a rumor."

"Really?" Warren frowned. "We had this week set as the deadline for preliminary screenings by the FDA and announcements to the major figures in the mutant rights movement. But I guess you just got the word ahead of us officially sending it out. With Charles," he laughed, "it shouldn't be surprising!"

"Then you do view it as a step forward for mutant rights?" Scott asked as they walked.

"Yes, in that those born mutants should have a right to choose whether to remain one," Warren insisted, with the controlled passion of a speech long practiced. "Those who suffer intense pain from their mutations should not have to also suffer through the prejudice of others. The real head of the project," Warren announced, turning into a white room filled with glistening equiptment, "Mr. Edward Jacobs here, could tell you all about that."

Jacobs, a wiry chestnut haired picture of a scientist smiled up at the four as they entered. "Warren's using me as part of the tour now," he joked, but willingly bared his forearm. A small series of what appeared to be birthmarks littered his skin. Before the watching eyes of the X-Men and Warren, tiny pincer-like spikes shot out of his skin just far enough to draw rivulets of blood which stained his white coat, before they retracted.

"Happens every other hour, at one body part or another," Jacobs said, his voice practiced but underlaid by pain. "Hurts like hell, but I say it's one hell of a motivation."

Logan half-inclined his head, with a bemused look, but Hank nodded. "And you're the one behind this so-called cure?"

"It's a cure, believe me," Jacobs face split into a wide smile. "These things used to be nearly the size of my arm, but since I've been dosing myself they've been going down. See, the cure works similar to a virus: it codes onto the human aspects of the DNA, replicates the necessary half, and then latches onto the mutant aspects and transforms them. The full process takes about a year. I'm literally in the final week of my stage. These little pincers are fighting their last."

"But you've tested this on more subjects than merely yourself?" Hank posed.

"Oh, of course." Jacobs nodded. "Sixteen other subjects, of varied blood types and physical forms of mutant manifestations. Ten of them are in the final stages: four of them are fully cured. When I'm fully done, we're going to announce it to the world."

"This sounds like a very promising conclusion to all your work," Hank congratulated. "Would you mind if I asked you some questions?"

"Not at all," Jacobs accepted, and Logan narrowed his eyes. There was something wrong here. He was no telepath, but he could tell when someone was blatantly trying to give a sell. It was normal, of course, this was something they wanted to sell. But he reckoned Jacobs nervous scent was more than simple pre-show jitters.

"Why stop with the questions, Blue?" Logan put forward. "Why not give us a free show? Some samples."

"We have nothing to hide," Jacobs spread his arms.

"Well then," Logan gave his feral smile. "You'll have no problem with a little test."

_Just Like You by Three Days Grace Plays Over the Following Two Scenes_

Hallway, Xavier Institute

"I can't believe you sided with them," Rogue muttered.

"Sided with them?" Kitty pulled away from her friend. "I didn't side with anyone! I just pointed out the problems."

"By comparin' it with the Holocaust? You know it ain't the same Kit!" Rogue snapped.

"Well I'm sorry if my understanding of the past leads me to see past my own experiences," Kitty answered.

"Excuse me?" Rogue gasped. "Don't you dare patronize me, Katherine Pryde, you have no idea what this is like-"

"Oh, because the future of mutantkind all comes down to Rogue and-"

"Hey, hey, gals, stop," Remy said, hurrying over to step in between the warring girls, pulling Rogue gently away.

"Kitty, c'mon," Bobby stepped in between as well.

"Yeah, cat fight!" said a boy a locker down the hall.

"You jus' go on now, Anderson," Remy warned dangerously.

"C'mon guys, the last thing we need is for all of us to turn on each other," Bobby pointed out. "What if that's what Magneto wants? What if there's no cure, he's just trying to use it to drive people over to his side?"

"And it's working," Remy said, looking down the hall. "Look."

Two shouting gangs appeared to have formed of Xavier students on either side of the hall. There was a flash of light and screams. It was impossible to tell which side attacked which, as both launched at each other in a battle that was a mix of mutant powers and plain old brawling.

"Shit," Bobby swore. "Quick, one of you run and get Storm or Professor Lane," he said before hurtling off into the fight.

"Bobby!" Kitty snapped. "You can't break it up on your own!"

"No he can't," Remy said significantly. "Sorry gals, us fellas just gotta step in." With that he followed Bobby down to where the ice-powered mutant was attempting to cool down those who were intent upon causing as much damage as possible to their fellow students.

"We're gonna hafta go help em, aren't we?" Rogue said to Kitty wryly.

"Unless we want them to hurt themselves," Kitty said back, with a hint of fun in her voice, and they ran down to aid in the breakup.

War Room, Xavier Institute

"Eric, if you've come to sow disension in my school-"

"Charles, let's not play this game," Magneto said imperiously. "Don't you think Jean deserves to know?"

"Don't pretend you're on my side and not talk to my face," Jean said dangerously. Magneto turned to face her.

"Quite right, my dear," Magneto aquiesced. "I am referring to Charles' decision, in your first year at this school, to bind your powers because he found them too great."

"What are you talking about?" Jean spat.

"Oh, you don't remember," Magneto breathed softly. "Do you? Charles must have taken those memories away. Locked them behind the doors just like your birthright."

"Eric-" the Professor snapped warningly.

"No Charles," Magneto plowed on. "I held my piece before, but not now. Jean is a grown woman, and something has happened to break those blocks in her mind. Don't you think she deserves the truth?" Magneto lowered his voice and leaned in, to speak almost intimately across the table to Charles. "Isn't this what it's all about, Charles? The truth? The truth for mutants, the truth of our right to own our gifts, not to have them taken from us without our say so?"

Jean was breathing heavily, her hands clenching and unclenching furiously as her pulse beat like a drum.

"When I make decisions to protect the health and lives of my students," Charles said icily, "you have no say in the matter."

"And so I did: I held my piece Charles, but what about now? What about the-"

"Now you have no idea what you're talking about-"

"Shut up!"

The word was whispered by Jean, but the psychic lash behind it silenced both men.

"I am not," she said slowly and clearly, "a toy for the two of you to bat back and forth in your endless little game with each other. Don't treat me like one, or I can promise you you will both be equal in your regret."

"Jean," Professor Xavier said softly.

"No," Jean stopped him. "No more. Not now."

Worthington Industries, Research and Development, Portland, Oregon

"And if you just observe how your blood cells react," Jacobs explained in a shaky voice to Hank, who peered at the sample of his blood which had been dosed with the cure in the powerful microscope, "you will see how it first identifies the human DNA, melds with it, codes to the mutant DNA and reforms it."

"It all seems to work exactly as you said it would," Hank nods. "Congratulations, Mr. Jacobs."

The room of scientists clapped, but Logan narrowed his eyes and sniffed. Relief. There were waves of relief still tinged with fear coming off of Jacobs, and had been ever since he'd asked for a test. He hadn't seemed confident at all that his cure would work on Hank's blood until the last second.

"Science is about repeated results though right?" Logan spoke up, and the room went quiet. Scott was giving him a look. "What?"

"Nothing," Scott grinned. "Just you . . . talking about science."

"Hey, I don't mock you when you come into the gym, Specs, don't look so surprised," Logan snarked back. "But c'mon, let's try one more test. I'll offer my blood, just to make doubly sure. Unless," he glanced over at Jacobs, "that's a problem?"

Jacobs swallowed prominently. "Not at all."

"What is this all about?" Hank hissed under his breath at Logan as one of the assistants retrieved a new needle to extract Logan's blood sample.

"This Jacobs guy is reekin' of fear," Logan murmured back. "He should want to show off his new cure, but he's terrified. I'm betting he wanted to have his examples all picked out and ready, so he knew how they'd react. If he's suspicious of us, maybe-"

Logan glanced down at the needle at his arm and realized it was attached to a syringe: and syringe filled with a bright green liquid.

"Wait, what's-" Logan broke off with a cry of pain as the assistant plunged the needle into his arm. He struck her in the chest, staggering back as Scott and Hank turned to face off against more scientists armed with plastic guns and syringes.

"Jacobs what the hell is this?" Warren demanded.

"You just had to pry," Jacobs whined, angling a gun at Warren's head, as Logan collapsed to the ground. "We had it all set up, and you just had to try and ruin it at the last minute."

"The cure," Scott demanded. "What the hell is it?"

"Exactly what it says," answered the blonde assistant who had taken out Logan. "A cure."

"It will cure at least 56% percent of the mutant population that takes it," Jacobs explained. "Painlessly riding them off all their problems."

"And the other 44%?" Hank asked, eyes locked on Jacobs.

"We have to assimilate," Jacobs said slowly, "half of us are in pain because of these 'powers' and the rest are becoming megalomaniacs who think they can do anything. Look at you: school teachers with the gifts of gods flying in on private jets, your Professor talking to the President, all because you got the lucky end of the gene pool. Meanwhile- God," he groaned, then pulled one arm away from his hold on the weapon pointed at Hank to show him the evidence of the spiked curse of his skin, "meanwhile the rest of us are in agony because of it. We need to heal ourselves: to fix it so we aren't separated into demi-gods and demons in pain. We need this cure. For all of us."

"And what gives you the right to make that decision?" Scott snapped. "To take away not just the choice from other people, but their lives if they aren't 'lucky' enough to react right?"

"You have to make sacrifices in science," Jacobs explained, sounding desperate, desperate to be listened to, desperate to be agreed with. "You have to make sacrifices of the small for the greater good."

"You sound just like someone else we know."

Jacobs had no time to roar as Logan launched forward, his claws slashing the plastic gun apart, restraining the quaking scientist's arms behind his back and extending his claws until they just touched the man's gasping neck.

"Isn't it lucky for me that my mutation can shrug off your little dose, eh bub?" Logan growled.

Scott took advantage of the distraction to optic blast a syringe out of one scientist's hand, while Hank leaped over the table to incapacitate another.

"Tell your friends to drop their weapons," Scott ordered, as the other scientists backed away in fear.

"No," Jacobs began, and then gasped at the cold, sharp adamantium pressing against his Adam's apple.

It's over, bub," Logan stated gruffly. "It's over."

**COMMERCIAL BREAK**

* * *

><p><span>Student Lounge, Xavier Institute<span>

"Thank you guys," Ororo said to Bobby, Remy, Kitty and Rogue, her eyes still carefully scanning the now subdued students who were nursing their small hurts from the fray.

"And this is why we should never have let Magneto in," Rogue stated darkly. Ororo rubbed a hand against her shoulder comfortingly.

"He'll be gone soon," Jean said, coming down the stairs. "What happened here?"

"A fight broke out," Ororo explained. "You couldn't hear?"

"We had a fight upstairs," Jean said wryly. "No, no," she soothed at the worried looks, "we're fine. I handled it."

Ororo looked like she was about to ask more when the front door opened and Logan, Scott and Hank stepped inside.

"Well?" Ororo and Jean led the push of students who craned in to hear the news.

"False alarm," Scott said after a moment's pause. "They thought they might have had a cure, but . . . no show."

Jean didn't need to read his mind to know that they'd get the whole story later, once Magneto had left.

"And so for a day I suppose we are safe."

The entire room turned as Magneto descended the stairs, and whispering wave overtaking the students and then hushing when he spoke again. "And for now we don't have to worry. But be sure, my friends, they will try again. And when they do, you'll want to be prepared for a fight if you don't choose to side with those who want to rob you of your birthright."

"Just cut the speech Grandpa, and get out," Logan cut in, unceremoniously.

Magneto just gave him a bemused, pitying look before setting his helmet once more upon his head. "Oh and until then," he stopped dramatically, before exiting the door, "maybe you should take more care in where you see threats. Mutants can also be threatened by your powers as well."

"Get out," Jean breathed, and Magneto nodded briefly before exiting. The door snapped shut behind him.

"You gonna explain to us what really went down?" Ororo murmured to Hank and Scott.

"Oh yeah," Scott said, glancing at Jean. "The Professor upstairs?" Jean stiffened, but nodded. "Then let's go. Logan?"

"I'll be a minute," the burly Canadian answered. "How are you kid?" he asked, walking over to Rogue, who had pulled herself away from her friends.

Rogue shrugged, smiling sadly. "I wish I could say part of me wasn't disappointed but . . . I can't help it."

"You got a right, Rogue," Logan answered. "Just, promise me. If they fix this thing, if it's really able to cure or . . . just make sure you do it for you, and not for a guy. Specially not the Cajun."

"He's never asked me to do it," Rogue said instantly. "Never once pressured me about it, or-"

"Hey, hey, I wasn't accusin'," Logan put up his hands, before looking her square in the eye. "But he was part of the reason you thought about it, wasn't he?"

"I-" Rogue's chest shuddered slightly, and she bit her lip. "I love him, Logan."

Logan grinned. "Doesn't take a psychic to figure that one out, kid."

"It's just, it . . . complicates things," Rogue explained.

Logan nodded. "It always does."

* * *

><p>"I don't trust him," Bobby said, still watching the door. "I don't trust that he's really gone, or that he just came here to warn us."<p>

"Don't worry," Kitty advised. "We'll find out what he's up to."

"Hopefully soon," Bobby murmured.

_Commander by Girlyman Plays Into the Credits_

Professor's Lounge, Xavier Institute

"So you've made certain all the samples of the cure have been destroyed?"

"Warren has said he'll make certain of it," Hank nodded. "But don't worry, I'll keep an eye on him nevertheless. I don't believe he knew of its dangers, but it's still possible."

"Well then that's one crisis averted." The Professor smiled, though the grin quickly vanished. "I suppose, still, we'll have to have that Ethics seminar after all. The very thought of a mutant cure is still contentious."

"Well, it cuts right to the core of the issue," Ororo sighed, "Whether you want to be what you are, and would you change it if you could. And, if you can, should you, and should you do it to us all."

"Luckily, Jacobs never got the chance to make that decision for the rest of us," Scott put in.

"Quite right," Xavier nodded as his X-Men filed out, until only Jean was left. "Jean-"

"No," she cut off, quietly, but firmly. "You are gonna listen now. I know why you did what you did. I can even forgive you for it, if I try very, very hard. But now I've got something in my mind that I am beginning to get control of-"

"Jean-"

"Let. Me. Finish. This is my power, Professor. My power, my choice, and my problem. So you're going to have to let me handle it my way. Because the Phoenix is only ever going to stop plaguing my life when she knows she's free."

And with that, Jean exited and closed the door.

**ENDING CREDITS**

**Promo For Next Episode:** _When Jean's powers jump beyond that of any known mutant to a Category Five, she is given a window into the hearts and minds of all those within the Institute. Yet as reality becomes unclear, will she be able to unravel the message sent to her through time and space in time?_


	9. Chapter 9

Author's Note: Sorry for the long wait! I've been busy with college finals, but now I'm home, and this is the beginning of the end - only for the first season of course!

**Season One, Episode Nine: Contact**

Sesca Industries Warhouse, Reedsville, South Carolina

"Did you see that?"

The guard turned to the right, squinting his eyes: rather useless in the dark. "What is it Ray?"

"Something moved, over there."

"Jimmy, man you need to calm down," Ray chuckled. "It-"

"That!" Jim whirled, unholstering his gun and pointing it at the closed doors.

"There's nothing there, Jim."

"There was, I saw a figure run straight through the doors," Jim said firmly.

"The doors are locked," Ray said. The two men shared a look. "Mutants." Ray nodded grimly. "Make the call, tell them we've got-"

Ray made a choked gasp before collapsing to the ground, leaving Jim to face the burly attacker clad in black leather before him.

"Why don't you guys just take the night off, eh bub?" Logan grinned, before landing a solid punch to Jim's jaw, knocking him out cold.

"Did you have to knock him out?" asked Jubilee as she slipped out from behind a Sesca delivery truck along with Rogue, Bobby, Remy and Sid.

"You can't leave any chance he'll talk," Logan answered. "We have a timetable here. Get in, get out, no trouble."

The group turned as the doors swung open, Kitty smiling proudly. "Tricking guards dumber than James Bond extras has gotta be, like, the second best part of this job!"

"What's the first?" Bobby questioned as they moved quietly inside the warehouse.

"Oh these outfits obviously." Jubilee pointed to their custom black leather X-Men suits.

"Speak for you'self, you," Remy grumbling, pulling at his collar. "This one would prefer his own clothes."

"Your trench coat woulda been harder to hide, sugar," Rogue reminded him.

"No' at all," Remy said proudly. "This one's done all kinds a' jobs in that there coat, chere. Even saved this one's life once upon a time."

"Keep it down back there," Logan ordered. "This is a real mission, not a game."

"You were the one who volunteered to head this one, Logan," Jean said with amusement in her voice, drawing level with him.

"Yeah, because these kids need real world experience, they're gettin' too cozy up in that fancy mansion," Logan groused.

"Yes, our fancy mansion which totally never gets attacked every other week," Bobby said with a very, very dry voice.

_Jean Grey..._

"What?" Jean asked, turning to Logan.

"What is it, Red?" Logan frowned, his eyes soft.

"Did you just say my name?" she asked.

Logan shook his head. "No, I-"

_Phoenix..._

Jean shivered.

"What's wrong?" Logan's voice dropped and he moved closer.

"Nothing." Jean shook her head adamantly. "According to the Professor the labs where they make their products should be right up ahead and to the left. C'mon."

Logan raised a brow to let her know he wasn't fooled, but followed the flame haired mutant through the dark warehouse to the laboratories where the products for Sesca Soda Inc. were developed.

"Okay, Cajun, Icecube, get the door open," Logan ordered.

"A little manners would go a long way to makin' folks take more kindly to you, mon ami," Remy advised with wide innocent eyes. Logan just growled.

With a grin, Remy pressed his fingers to the door's locks, and they began to glow with red-purple energy. Just as they began to fizzle, Bobby blew and the air rippled and cooled, so that the sound of the locks popping and melting was muted.

"Nicely done," Jean said, offering polite praise. "Wasn't that nicely done, Logan?"

"Grr-umm-hmm-grr," was Logan's intelligible answer as he shoved the door open and they fanned out into the laboratory.

It took no detective work to see the main source of Sesca Soda's recent surge in popularity, or the source of the addictive quality the FDA had been unable to successfully pin down. A blond young mutant lay sleeping on a medical bed, a dozen different tubes extending out from his body gathering his blood into a series of plastic bags.

"And they extract the chemical from his blood that can cause addiction and work it into the soda," Kitty deduced. "And because it's a mutant gene the FDA has never seen before it doesn't show up when they look for narcotics."

The blonde mutant blinked awake and groaned when he caught sight of the X-Men. "Oh, not again," he groused. "Look, whatever mutant rights group you're from, just go back and tell your little collective that I don't care what you have to say about exploitation or mutant dignity or whatever, this job pays and I get dental and all the major holidays off."

"Dental and holidays in exchange for blood that makes Sesca's products addictive for thousands of unsuspecting consumers," Jean said coldly.

"Hey, cigarettes are addictive and those are still legal," the blond shot back.

"People know what cigarettes can do to them," Bobby informed the mutant. "If they wanna smoke that's their choice."

"Their disgusting choice," Rogue glared over at Remy, who pouted.

"But you don' know what dis could do to the ones who drink it," Remy pointed out to the blond mutant, trying to take the focus off his smoking. "Could end up causin' all kinds of unpleasantness, non?"

"Whatever," the blond mutant groaned. "Go start a petition or something."

"Sorry, bub." Logan hefted the half dressed mutant out of his bed and ripped out the tubes carelessly. "We're an impatient bunch and that takes too long."

"You can't do this!" screamed the mutant. "This isn't legal, you're trespassing!"

"And if we always stayed on the good side of the law, we'd be worried 'bout that," Rogue drawled as they escorted the mutant out of the laboratory. "Since we ain't, we'll take our chances."

"All of you freeze!"

Sid groaned at the assembled forty-something guards who were now pointing guns at the X-Men. "Great. They've got modified stun guns set with a specific solution made to incapacitate mutants. This means the tech for that is spreading."

"Not beyond here it isn't," Jean said, narrowing her eyes, and each and every single one of the guards froze.

"You're gettin' almost as good as the Professor at that," Logan murmured, and Jean smiled. "Thanks Logan."

"Okay." Logan raised his voice. "This is the kind of situation you'll see in a mission, and Jean and me won't always be here to help out. So you've got forty-five seconds to form your positions and communicate an attack strategy to your fellow X-Men before-"

_Jean Grey_.

Jean's eyes widened as the voice imposed itself on her mind.

"Stop it," she whispered, trying to hold onto the mental freeze.

_Phoenix. Jean Grey. We need your help._

"-Now, we know what kind of weapons they have," Logan continued to talk. "But-"

_Jean,_ the voice spoke again. _See our fear. See our need. Prevent our destruction._

Jean gasped as her inner eye was assaulted with a vision of a ship in flames, a non-human people screaming, dying, as a red star heated the darkness of deep space, engulfing and eating and destroying-

"Jean!"

Jean's eyes went as black as the sky in her vision, and before the horrified gaze of the surrounding X-Men, the forty men before them disintegrated into dust.

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Reece Thompson as Jean-Paul "Northstar" Beaubier

Written and Directed by David Fury

Created by Joss Whedon

* * *

><p><span>Professor's Study, Xavier's Institute<span>

"Scott, as I've told you before, the mind is not a simple thing, and when you add the extra weight of psychic ability-"

"Professor, I thought she was doing better," Scott interrupted. "You said she was doing better, and now she goes and kills over forty men."

"Forty men aiming guns at the children," Xavier ammended.

Scott shook his head. "See now I know you're hiding something. Because the Professor I know wouldn't excuse needless loss of life, especially when Logan says Jean had them all frozen and in her power. She didn't have to kill them, and she wouldn't want to, not in her normal mind."

"I would be careful about defining what makes a mind normal, Scott," the Professor said, his voice tightening. "The Jean you know is not the only Jean there is."

"And the Professor I know wouldn't be stalling over semantics when Jean has just massacred-"

"Scott."

"There's something you're not telling me Professor," Scott snapped. "Something about the Phoenix and Jean, and I want to know what it is."

The Professor let the silence stand. "Scott," he said, in a low voice. "I wish I had the answers you want, but frankly this turn in Jean is as disturbing to me as it is to you. But I am not the arbiter of her mind. If you want the truth, she is the only one who truly knows it."

"I think you're lying," Scott snarled.

Xavier looked down. "I am sorry for that. Scott-"

The door banged as Scott stormed off. The Professor sighed.

"I'm sorry, Scott."

Library, Xavier's Institute

"Can't concentrate on dis," Remy grumbled, throwing down his book and pen.

"You can never concentrate on anything," Bobby muttered, not looking up from his copy of Ovid.

Remy's sly Southern smirk reasserted itself. "Now that ain't no kind a' true, n'est pas?" he said with a wink to Rogue with put on her best impression of a wounded Southern Belle.

"Remy Etienne LeBeau, I am sure I have no idea what you're talkin' about," said primly, but ended on a wink.

"You two are disgusting," Jubilee shook her head. "Simply grostesque."

"Still in that dry patch, huh Jujubee?" Sid teased. Jubilee lobbed her book at his head.

"I can't do it," mumured Kitty.

"Yeah, I can't make heads or tails of these equations either," Rogue said sympathetically.

"Not that." Kitty looked up, her eyes dark. "I mean I can't just forget about what happened."

A silence fell over the table for over a minute.

"Well, I may be sorry I didn't get a crack at them," Bobby said brightly. "But they weren't exactly nice people, Kit."

"But they were still people," Kitty pointed out.

"Yeah, so were Stalin and Hitler," Rogue said drily.

"C'mon, we have no idea if any of them were even that bad," Kitty argued. "They were working with a mutant, and they may have been doing wrong, but we didn't need to kill them."

"We didn't," Jubilee reminded. "Jean did."

"Yeah, and that's what worries me," Kitty stated. "She looked . . . out of control."

"It's hard to stay in control all the time," Rogue shot back. "Jean's got a lot to deal with."

"I know, and I'm not . . . I'm not angry at her," Kitty said desperately. "I'm worried about her. I . . . I gotta go."

"Kit, no, I'm sorry," Rogue began.

"It's not you, I promise," Kitty said, gathering her things. "I just . . . gotta talk to Storm."

Leaving her concerned friends behind, Kitty scurried over to where Ororo sat helping a student with their homework.

"Yes, Kitty, what is it?" the white haired mutant asked kindly.

"Can . . . can I talk to you? For a quick second?" Kitty muttered, glancing down at the boy beside Ororo.

"Sure," Ororo said, standing up. "Be right back, Billy."

Kitty and Ororo moved over to the side, out of earshot of most of the library residents.

"Professor, I just . . ." Kitty took a deep breath. "It's about Doctor Grey. She asked me to look up something a while back, something called Shi'ar. I couldn't find anything on it, and I didn't really think anything about it, but now with everything that's been going on, I just . . . thought you should know."

"Well, thank you Kitty," Ororo nodded calmly. "Would you . . . like to talk about what happened on the mission?"

"No, it's okay," Kitty looked down. "I just . . ." She swallowed. "I'm just worried about Doctor Grey. All of us are, and I . . . I'm wondering if I had said something earlier-"

"No, no." Ororo shook her head, drawing Kitty into a gently side hug. "No honey, no. It's not even remotely your fault what has been going on with Jean. I'll make sure to pass on what you've said to the Professor, but she's probably already told him, you know? No, it's not your fault." Ororo bit her lip as she closed her eyes and tried to draw in her own conflicted emotions. "Not anyone's fault."

Hallway, Xavier's Institute

"Jean! Jeany!"

Logan sped up to head the fire-haired mutant off before she got to the stairs. "Jean, c'mon, you can't keep avoiding me."

"Who said I was avoiding you?" Jean looked away.

"Jean, c'mon," Logan said. "Of all the people here, you know I'm not gonna blame you for anything-"

"Why?" Jean said, still looking away. "You should. I murdered all those men, every last one of them."

"They were gonna do the same to us," Logan answered back.

"Logan, I don't need you to ease my conscience." Jean smiled painfully at him. "Especially since you're not exactly giving me what you might say to . . . someone not me."

"Jean, everybody here would say the same thing," Logan asserted. "We're just worried about you."

"Oh, everyone is worried about me." Jean laughed now, a high and painful sound, like a cacophany of discordant bird song. "I just anihilate a whole squad of men, and everyone is worried about poor Jean."

"You know what we mean," Logan argued. "This isn't you-"

Jean head snapped around at that, and Logan took a step back. "Isn't me? Who says? I should be the one to say something is or isn't me, shouldn't I? You all think you know me: maybe I've always wanted to kill like that? Maybe I always could but you all held me back? Maybe I'm something none of you can conceive of and you're all terrified of me, and maybe if you're not you should be."

"Jean-"

Even Logan's heightened reaction time wasn't fast enough to catch Jean as she lifted herself telepathically through the air and soared down the stairs, an effortless display of power that made Logan's blood run cold.

**COMMERCIAL BREAK**

* * *

><p><span>Teachers' Dorms, Xavier's Institute<span>

_Birds of Prey by Christina Aguilera Plays Over the Following Scene_

_Be'ate mara. Be'ate mara, Phoenix._

Jean Grey opened her eyes. Blinking, she stretched her limbs, rolling over in her bed. "Scott?"

His side of the bed was empty. Jean blinked again, and her eyes were drawn to the window.

"Scott?"

Scott stood with his back to her, and there was a strange plunking sound. Jean slowly roused herself and moved over to stand beside him. "Scott, what are you doing?"

"My work."

Scott's 'work' involved pulling plaster from the wall and dropping it to the ground outside. "Why won't you let me do my work?"

"Scott, baby," Jean tried to pull him aside. "You . . . you're not . . . what are you doing?"

"My work, stop!" He pulled his arm away from hers.

"Scott." Jean reached out to touch his face and he flinched, before finally turning to her. "You're burning." Scott shivered. "What are you turning into? You're scaring me. You're scaring us all."

Jean swallowed painfully. "Scott-"

"Burning like fire," Scott said. "But you can end the fire. Be'ate mara, Phoenix."

Jean started, pulling away. "No," she said, turning to run for the door, whipping it open with her mind. _No, no._

Jean ran down the hall. She heard voices to her right, and slowed. There was a light on in the kitchen. "Hello?"

Jean heard giggling, and then gasped as Kitty ran straight through her. "Kitty, what are you doing down here?"

Kitty laughed, and Jean took a step back: her laughter was manic, uncontrollable, and there were tears streaming down her face. "Will I just fade away?" the little mutant questioned.

"Oh Kit-"

Kitty threw her head back and cackled, before running through Jean first, and then disappearing into the wall.

Jean entered the next room, where the light flickered on and off. Jean focused and the light brightned, revealing-

"Bobby?"

The blue-eyed mutant didn't look up: instead he marched up and down, and Jean, squinting, noticed that he was dressed in army fatigues.

"I couldn't save them all," he breathed, reaching towards her and Jean stumbled back at the blood which covered his hands.

"I was the commander, but they fell in the field," Bobby stated. "All of them. I gave the command, and they all fell."

Jean opened her mouth to speak, but a low moan from her left made her turn. Piotr was cradling the body of a young girl, and wailing a painfully haunted song in Russian as he rocked back and forth. Jean opened and closed her mouth, unable to form his name, but the boy looked up at her anyways. "Moyey sestry," Piotr moaned. "Moyey pokoynoy sestry. Moyey pokoynoy sestry. You know you are the only one to help us. We will all die. Help us. _Be'ate mara._ Help us, Phoenix."

Jean let out a strangled cry and fled down the next closest hall. A figure bumped her and she teetered as Jubilee sprinted past her.

"Mom!" Jubilee's screams echoed back down to Jean. "Dad! Mama!"

"Hakuna!"

"Storm?" Jean stopped as she came upon the figure of her friend. The proud white haired woman was curled up in a corner, whimpering in Swahili.

"Hapana ni karibu mno, siwezi kupumua, tafadhali napenda nje, tafadhali! Acha hilo! Mimi si Mungu wa kike, mimi si! Wewe ni wote wazimu! Msaada mimi! Kutusaidia! Help me!" White eyes turned to gaze at Jean. "Help us. _Be'ate mara,_ Phoenix."

"Where are you?" Jean screamed down the echoing halls. "Come out and face me, whatever you are!"

There was a shudder in the air, and suddenly Jean was terrified by her own boast. She began desperately pulling at the handles to different doors, finally jerking one open and slamming it shut inside.

Jean closed her eyes, and listened to the sound of her breathing. Deep heavy breaths, in and out, heavy breathes and sighs, sighs and groans and-

"S'il vous plaît. Ainsi près. Jésu-"

"Please . . . please . . ."

"Oh God," Jean's eyes snapped open and she gave a little screech before shutting them tightly again. "Rogue- Rogue! You can't-"

There was another loud moan, and it was abundantly clear that yes Rogue could, and indeed she was.

"Tell me," Jean heard the young, formerly untouchable mutant whisper heatedly. "Tell me."

"I can't," Remy moaned. "He made me promise, chere. I want to tell you. I do. Can't . . . I can't . . ."

Jean practically screamed in frustration as she whipped open the door again and slammed it behind her.

"Jean."

Jean looked up. "Professor, Professor, Rogue and Remy . . . I don't know how but-"

"Jean, calm down," Xavier soothed with the kind of soft, amused grin that had always calmed her as a child when she first came to the Institute. "They'll be alright."

"This is a dream, isn't it?" Jean asked.

"Of course," the Professor nodded. He tilted his head. "They need our help, Jean," he said seriously. "It's coming for them, and they cannot fight them alone. The annihilation of a people, Jean. Just think of that."

"Who are you?" Jean demanded slowly, through gritted teeth. "I know you're not the Professor. Who are you?"

The Professor's eyes glowed red. "_Be'ate mara, Phoenix._ Help us Jean," he said, and his voice is in another language. "Help us please! Just a little closer . . ."

"Jean?"

"No!"

"Jean, Jean!"

Jean winced, Logan's voice pounding in her head. "Jean, wake up! You were sleep walking, Jean."

Jean's eyes snapped open and Logan stumbled back, staring into their pitch black depths.

"They're so close," she whispered to Logan. "So-"

Jean took a deep breath, and the central hall window exploded, shattering into a million pieces.

**COMMERCIAL BREAK**

* * *

><p><span>MedBay, Xavier Institute<br>

"Will she be alright?"

Hank glanced up from under his spectacles. "Physically she is just fine save for the few cuts from the glass."

"And mentally?" Ororo ventured.

Hank sat up and looked for a long minute down on the bed where Jean lay, hooked up to a dozen machines. "I can't say. There's never . . . well, I've never seen one before-"

"One what?" Scott snapped.

Hank finally met the eyes of the three mutants. "A category five mutant," he said bluntly.

"No," Ororo breathed. "That's . . . but she never showed it before? How can she be a category five and none of us knew it?" She turned to look at Scott and the Professor who stood silently. "Did we?"

Xavier sighed. "Jean . . . was a child prodigy. And like many children who have far more . . . advanced skills than they can cope for at their age she was uncomfortable around others, and struggled with herself. So to help her, and help others . . .I put in a series of mental blocks to hide her power behind. Her brush with death clearly shattered all of them, and now she is at her full potential, or very nearly there."

"And what does that mean?" Ororo asked.

Xavier closed his eyes. "I don't know."

Students' Lounge, Xavier Institute

"Now I really can't focus."

Rogue glanced over at Kitty. "How come, sugar?"

Kitty met her eyes slowly. "Did you . . . feel anything strange last night?"

"How do you mean?"

"I mean, I was dreaming and then I . . . it was like . . ."

"Someone else was there?"

Both girls turned as Bobby sat down. "Yeah, I felt that too."

"What do you think it was?" Rogue asked.

"I think we all know the question isn't what," Kitty said flatly. "It's who."

MedBay, Xavier Institute,

_Schism by Tool Plays Over the Following Scenes_

Logan moved slowly into the MedBay to stare down at Jean's unmoving form.

"God Jeany, I wish I knew how to help here," he murmured.

"You already have."

Logan practically jumped, as Jean's lips twitched. "It's okay, Logan," she said in her husky voice. "I won't bite."

"Jean, what's going on?"

Jean smiled, her eyes still closed. "I'm just waking up, is all."

"That's not what I meant-"

"But this is the answer."

"Jean," Logan took a step forward. "We all-"

"Want to help," Jean cut him off, her smile spreading wider. "But I don't need help Logan. I need to help."

"Help who?"

Jean smiled, and her eyes snapped open.

Second Level Hallway, Xavier Institute

"So what do we tell the children?"

"Why do we need to tell them anything?" Scott asked, arms tightly crossed.

"Scott, they can see what's happening," Ororo reminded. "We can't pretend Jean isn't changing."

"Well we need to focus on how to stop it!" Scott cut off.

"There is no stopping-" Xavier froze, then grimaced. "Oh no."

"What is it?" Ororo demanded. "Professor?"

"Ororo, please, get to the third floor," Xavier asked. "As quickly as you can."

Third Level Hallway, Xavier Institute

"Jean? Jean, what are you doing?"

"What needs to be done."

"Oh, don't give me that-" Logan reached out for Jean's arm and was propelled backwards.

"I don't want to hurt anyone," Jean stated.

A gust of air hurtled down the hallway. Jean stopped and slowly turned.

"What are you doing Jean?" Ororo asked.

Jean tilted her head to the side, her black eyes studying her friend. "Would it matter? You've obviously decided to try and stop me."

"Jean," Ororo began but then cried out and dropped to the ground.

"Jean!" Logan roared.

"She'll be fine," Jean said blankly, before turning away. Reaching her hand out, she pointed at the doors to Cerebro. They shuddered, but remained closed.

"Jean."

Jean only hesitated for a moment, before flicking her hand over her shoulder and freezing Scott mid-run. Logan had to tear himself away from the pained look frozen on the other man's face to run after Jean.

She was bending down to the level of the eye-scanner on Cerebro's doors when he slowed.

"Jean," he said carefully. "I'm not trying to stop you, I'm just asking what's going on."

"It will be done soon, and then you'll know," Jean said.

"What. Will. Be. Done?"

Jean paused. "They need me."

"What does that-" Logan felt a telekinetic hand press him into the wall as Jean took a step back from the door and raised her arms. The door to Cerebro shuddered and with a grating sound that drew an agonized scream from Logan, opened.

Logan collapsed, finding himself released as Jean began to walk inside.

_Logan!_ The Professor's voice was urgent in his head. _Stop her! She could kill herself with what she's about to do!_

"And what the hell is that?" Logan snarled, leaping at Jean even as he knew it was futile.

With a dismissive wave she threw Logan back and the doors to Cerebro closed on her.

"No!" Logan slammed his fist against the door. "Jean? Jean?"

Ororo and Scott hurtled down the hallway to join him. "We need to get the Professor so he can open it," Scott determined.

"Do you really think she'll let us?" Ororo snapped. "She's powerful enough to hold it closed until she's done."

"Come ON!" Logan screamed slamming into the door. "Professor!" he yelled aloud to the telepath. "Can you reach her?"

_No._ Xavier's voice was weary. _She's blocking me. I cannot-_

The Professor's scream echoed within their heads.

"Prof-" Ororo began before she was cut off as well. Logan felt it an instant after Scott screamed: a pounding immense pressure in his mind, as if his brain was being melted and funneled out of his skull. He didn't need the Professor's telepathic power to know everyone in the school was making the same cries.

Scott and Ororo collapsed to the ground, but Logan gritted his teeth and fought through the pain. Reaching the doors he grabbed either side of them and pulled.

The iron clamp of Jean's telepathic pull vanished as quickly as it had come, and Logan stumbled as the doors to Cerebro swung open. He recovered quickly, rushing towards the red headed figure lying on the ground.

"Jean, Jean." Logan slid to his knees and extracted the Cerebro device from her head. "Jean, please, God-"

Jean made a small noise, and then her eyes lazed open. The black in them faded as Logan watched, and she smiled.

"I . . . did it," she croaked.

"Yeah, you did. But did what?"

Jean smiled again. "I did it. They made it. They're here."

**ENDING CREDITS**

**Promo For Next Episode:** _The Shi'ar have arrived. Jean's power is beyond any other mutant. The fate of an entire race depends upon the X-Men. There is no turning back._


	10. Chapter 10

_Author's Note: At last Christmas break is over, and new episodes of "Mutant High" have returned! Only three episodes remain now until the heart-stopping season finale! Thank you and love to ALL my amazing fans, I love you all, and your reviews and enthusiasm keep my writing!_

**Season One, Episode Ten: The Stolen Shard**

Roscosmos Main Mission Control, Korolev, Russia

"Vladimir, you're falling asleep!"

Vladimir grumbled as his co-worker and friend at the headquarters for Russia's space program shook him awake.

"Yeah, well, it's too cold," Vladimir complained, shifting in his seat. The series of monitors around them blinked.

"You're from Serbia, you idiot, how can you say it's cold?" laughed Petrov.

"Well- what's that?" Vladimir stopped. There was a low blaring siren steadily building down the halls. "That, right there?"

"But it can't be. That only goes off if . . . but it's a joke nobody- no, it can't be," Petrov shot to his feet and took off down the hall at a run.

"Where are you going?" Vladimir shot up in his own seat, stunned: he had never seen his friend like that. "What is it?" he cried after Petrov over the blaring sirens. "What does it mean? What does it mean!"

Professor's Study, Xavier Institute

"It means we will simply have to wait."

Xavier sighed. "I know this isn't going to be what they want to hear."

"But there's really nothing we can do about it," Hank supported. "We don't really have any precedence for what is happening: we mutants are new." The blue furred man smiled wryly, "And Jean is the newest of the new. There's not much we can do but watch and wait."

"Watch and wait." The Professor rubbed his head. "For some reason I don't think we'll have to wait much longer Dr. McCoy."

Students' Lounge, Xavier Institute

"Mon ami, we're all gon' die if you don' start steppin' on it, you."

"Hey, you wanna head the team?" Bobby growled.

"Aw, look, he just shot me again, he should not be able to hit me with that gun from that angle," Sid groused. "I thought this SWAT game was supposed to be accurate?"

"It's a video game," Remy laughed, "The fun ain't in accuracy, we get that everyday. The fun is bein' able to die multiple times and jus' press restart, comprends?"

"Yeah, well, it pisses me off," Sid growled again. "Pete, man, you wanna play?"

"Huh?" Piotr started, then shook his head. "Sorry," the big Russian apologized. "My mind . . . it was away."

"You gon' read that anytime soon, mon ami?" Remy nodded at the letter in Piotr's hand.

"Oh." Piotr swallowed, rolling the paper back and forth in his large fingers. "Yes . . .i t's from my family. I simply want to savor it, do you know?"

Remy looked askance, but he recovered quickly, nodding and going back to the game. "I suppose. This one would be readin' it the instant it's in his hands. Iceman!"

"What?" Bobby stopped glancing at Kitty who was walking back and forth on the other side of the room, running her hands over the wall. "Hey, does something seem wrong about Kitty lately to you?"

"Bobby!" Remy slapped the boy on the shoulder and pointed at the screen, where three bank robbers shot down Sid, Remy and Bobby's SWAT officers.

"Merde," Remy swore tossing his controller down.

"Damn man," Sid chuckled. "I'm feeling less and less confident about going out in the field with you, if you're gonna lead like that! We'll all end up dead!"

Tightening his jaw fiercely, Bobby stood up sharply and walked briskly away.

"Hey, I was kidding man, come back!" Sid called. "What did I say?"

"We all seem on edge after . . . recent events," Piotr observed. "I suppose I hold off on reading this letter so that I can hope my family at home will be perfect, even if my family here is not."

"Then jus' read it, and don' keep waitin', you got the answer right in you' hands, Dieu!" Remy burst out. Sid and Piotr simply stared: it was unlike the easy-going Southern mutant to get visibly upset over anything. Even in fights he usually appeared happy for the opportunity to tussle.

"Pardon, sorry," he mumbled, getting up and moving away.

"What did we do?" Sid asked Piotr pitifully.

* * *

><p>"I hadn't thought about them in so long," Jubilee swallowed hard, making herself small in one of the large lounge chairs. "You . . . you can't think about it, not if you're on your own, or you just, like, crumble, right?"<p>

"You don't hafta tell me, sugar," Rogue said sympathetically. "Well . . . I guess you do," she demurred. "I was a runaway 'cause I didn't wanna hurt anybody, not 'cause the people who loved me . . . you know."

"'Love you you know', what?" Remy picked up, sliding into the seat next to Rogue. "Or, to be more precise, who am I gon' hafta kill now?"

"Remy!" Rogue hissed. "Jubilee-"

"It's okay," Jubilee said, smiling weakly. "He didn't mean anything by it."

"By what?"

"Her . . ." Rogue turned to Jubilee who took a deep breath.

"My parents," she said, picking at her nails but meeting Remy's eyes. "They were killed, and, you know, that's how I got to be here."

"Petite, je suis desole, I'm so sorry, JuJu," Remy said earnestly. "Was it one a' those drunk drivin' fools?"

"No," Jubilee said with difficulty. "It . . . was a hitman."

Rogue felt Remy stiffen beside her, and looked over to see the pupils in his red eyes dilate. "Un Assassin?" he breathed harshly.

"Yeah," Jubilee said softly. "I'm . . . I'm gonna go help Storm with the younger kids."

"Remy." Rogue turned to her boyfriend when Jubilee had left. "What is it?"

"Nuthin' chere," he said, shooting her a smile.

"Don't," Rogue shook her head. "Don't you give me one a' your snake-oil salesmen smiles and think you're gonna get outta this. What . . . do you know somethin' about-"

"About what?" Remy cut off harshly. "You think I'm an Assassin now? A killer?"

"I never said any such thing!" Rogue raised her voice in answer. "Why do you jump to that conclusion?"

"Tryna turn dis one 'round on me, chere?" Remy narrowed his eyes.

"You're the one who twists and turns things, Swamp Rat," Rogue shot back. People in the surrounding area began to move aside: the young couple were already famed around the mansion for their knock down, drag 'em out fights, and no one wanted to be caught in the crossfire.

"The minute you heard killer you looked at dis one," Remy accused. "If that's what you think of dis one, I'll be out of your skunk hair right now."

"Then go on and get, bayou trash!"

"Bien!"

Remy stormed off, swearing in French, and Rogue glared viciously at the onlookers, who turned quickly away.

* * *

><p>"Wrong, wrong, wrong, everything's wrong."<p>

"Kitty?"

Kitty jumped at the sound of Ororo's voice, looking for all the world like a scared one of her namesakes. "Are you alright?"

"Me, yeah, just fine as rain, as shiny as sun," she answered in a falsely chipper voice. Ororo tilted her head and gave Kitty the Look.

"It's nothing really," Kitty murmured, and Ororo's brows shot up in surprise. "I'm gonna go get a snack," she mumbled before skittering off, leaving the white haired teacher to frown. Kitty wasn't one to keep secrets about her emotions: and emotions were definitely running higher than normal.

"Oh, Jean," Ororo closed her eyes and groaned softly. "What's going on?"

MedBay, Xavier Institute

"Nothing so far-"

"I can see that, Logan."

"Well, pardon me, Teamleader, just offering some friendly information," Logan snarked dryly.

"Yeah, well, I don't need it," Scott shot back, his eyes never leaving Jean's unmoving form. "Believe it or not, not all of us heal as fast as you do."

"Jean survived being buried alive under an entire lake. I think she'll make it through this," Logan said in a lower, more sympathetic voice.

"You don't know that," Scott said through gritted teeth.

"We can't know anything about what's happening yet," Logan countered. "As much as we may want to, we can't just solve this, and we can't magically protect Jean either. Not from herself, and that's what this is coming from."

"Just because no one can get through your thick skull doesn't mean I can't help my fiance," Scott said, emphasizing the last words.

"Hey, I'm not talking about your damn relationship," Logan began to snarl. "I'm talking about how you think you can control every little thing that goes on here, even her. Well, she's given all of us a pretty clear sign that none of us can control her. All we can do is be here when she wakes up and-"

"Boys."

Both men went instantly silent as Jean's eyes snapped open. "There's no need to fight right now," Jean said, raising herself up and off the table with a flick of her wrists, and stepping onto the cold medical floor on her bare feet. "We have company. Come and meet them."

Front Hall, Xavier Institute

"Bobby, I know that sometimes-" Ororo turned to look at the flash of red hair coming down the stairs. "Jean?"

At the mention of the Category Five mutant's name, a silence fell over the Students' Lounge. Bobby, Rogue, Remy, Piotr and Kitty stepped forward, while nearly all of the others pulled back.

"Jean," Ororo lowered her voice as she moved towards her friend. "Are you-"

"You should come to," Jean said, and the five young X-Men jumped, turned or twitched respectively as they felt gentle psychic taps on their shoulders. "They want to meet you too."

Front Lawn, Xavier Institute

"Who wants to meet us?" Remy frowned, as they stood, student to teacher, in the growing dark.

"Jean," Scott began. "What-"

"Shh." Jean's eyes were wide and staring. Scott couldn't tell in the fading light if they had gone Phoenix black again. "They're coming."

"Who are-"

"Now!" Jean gasped, and Scott released she was shaking.

"Jean-"

"They're here!"

Rogue let out a strangled gasp that was soon followed by others as around the X-Men the air literally gave a shiver. Pooling and rippling, they watched as the air gave way, and then standing before them were four . . . creatures.

They looked, if one gave a cursory glance, like humans dressed in a strange guise, but looking for a moment longer revealed a different story. Their skin was tinged red and shimmered strangely, almost like that of a snake's. Their hair, such as it was, was pulled back in tight braids down their backs, and interlaced purple veins drew down from their hairlines to their foreheads and up from their necks, stopping at their faces. Their faces were humanoid but slanted slightly, less round and more catlike. Their eyes were a bright yellow-green. The closest human equivalent to their clothing would be armor, but it was of a make and style never before seen on Earth.

The tallest figure, who appeared female, stepped forward.

"My name is Lilandra Neramai, Grand Admiral of the Imperial Fleet of the Shi'ar, and petitioner to the nation of Earth," she said in English accented unlike that any of the mutants had heard. "And we come in peace," she said with a side smile. "Unfortunately . . ." the smile fell " . . . others do not. I am sorry for the haste, but unless we act fast, we, all of us, risk annihilation."

Waiting a moment to see if anyone would speak, Lilandra nodded. "Well then. As I think you say: take me to your leader."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Reece Thompson as Jean-Paul "Northstar" Beaubier

Special Guest Star: Morena Baccarin as Lilandra

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>War Room, Xavier Institute<span>

_The Great Below by Nine Inch Nails Plays Over the Following Scene_

"Here does it stand.

My ship is in orbit around your planet. My brother, D'ken, Majester of the Shi'ar people by the Glory of the Eternal Light, is seventy clicks behind, in your galaxy. My people have been migrant ever since our own sun decayed. We use a shard of the M'Kraan crystal, our most sacred symbol, to accomplish interdimensional travel, moving our entire planet to galaxies which can accomodate us and leaving when the time is right."

Lilandra took a small breath.

"My brother is a fanatic: he belongs to the Hir'an Ne'kar, an evangelist sect which believes we must use the true M'Kraan crystal to remake over a new universe without sin in our image. But the full M'Kraan crystal is known as "The End of All That Is": our scientists believe it contains a negative galaxy, which pulls and traps all matter inside. My brother intends to destroy the entire universe in hopes of ruling another. I hope I don't need to tell you he is mad."

Another breath.

"I collected my supporters and stole the M'Kraan shard kept in our temple. My brother follows me to kill me for sacrilege, takes the shard, and uses it to take our people to the source of the full crystal. If he should find it . . . well, annihiliation, end of the universe, as I have said.

Many on our planet think my brother is mad. If we can dethrone him, prevent him from using the crystal, I know of many on our planet who will rise up. If not . . . well. As I have said."

Lilandra waited a moment in the silence before nodding and sitting down. "I will wait for you to all decide."

There was a long, uncertain silence.

"Are there hidden cameras here?" Bobby asked. He flinched at the eyes focused on him. "Well, I'm sorry, but I had to ask. It's a lot to believe."

"I'm with IceCube here," Logan admitted gruffly. "How do we know this is all true? That they aren't part of a plot by Magneto, or some other mutant organization."

"They aren't mutants, Logan," Jean said with a slight edge. "They aren't human."

"So they say," Logan countered. "Sorry," he said briskly to the Shi'ar, nodding at Lilandra, "But we get used to asking these questions and you're asking us believe a whole lot."

"Actually Logan," the Professor said in his calm voice, "Lilandra is allowing me access into her mind right now to confirm what she has said. I am passing through the relevant parts of her story as we speak."

"Just because she believes it doesn't have to mean it's real though, right?" Kitty put forth. "Didn't you tell us often people can't devide their beliefs from reality if they are invested enough?"

"I can see beyond Lilandra's mind, into that of the others," Jean spoke up. "And I can sense the presence of D'Ken's ship in orbit. I believe we'll be receiving confirmation any-"

"Professor-"

Hank froze in the doorway, still panting from the exertion of his run, to stare baldly at the four Shi'ar aliens.

"Yes Hank," Xavier said with a slight smile in his eyes. "You may speak in front of our friends."

"It's the President, Charles," Hank said flatly. "The Russians made a call last night about some kind of craft in orbit near the moon's western hemisphere. They've been monitoring it, but now it's come into full sight of our instruments. It's enourmous, we can't dismiss it as an asteroid, and the President wants to know if you have any information."

"This means we will have to move faster," Lilandra said, her eyes lengthening in what the surrounding mutants would come to know as fear. "D'Ken is already in orbit. If he finds out I have left the ship he will attack your planet now. We have to return, and we have to know if you will go with us."

"We haven't had enough time!" Ororo began.

"You can't just walk in here-"

"We still aren't sure of anything except hearsay-"

"Professor, the President wants an answer-"

_Quiet. Please._

Everyone heard Jean's voice in their respective heads, firm and commanding. The redheaded doctor stood. "We have to act fast. I don't ask anyone else to follow me, but I am going with them."

"Jean, we don't even have a plan," Logan argued.

"I do," Jean said, her eyes fixed on Lilandra. "And so does she. And as it doesn't involve our planet being burned to a crisp, I am going as soon as possible."

Scott and Logan stood, and Ororo moaned. "Both of you? Someone has to stay here and watch the Earth itself."

"I'll stay here," Hank volunteered. "Someone has to explain things to the President."

"Very well." The Professor nodded and then took a small, sharp intake of breath. "You may tell him that some of the recent newcomers to our planet expressed friendship and we have joined them on their ship."

"We?" Bobby shook his head. "You . . . you're not going are you Professor?"

The Professor's eyes were fixed on Lilandra's. "Why, yes, Mr. Drake, I believe I am."

"Your present condition is no problem for our transport," Lilandra said with a widening of her eyes.

"Then I'm going as well," Bobby said firmly, standing up.

"No, no, you can not," Ororo insisted. "You are way too young, they are all too young!"

"They were called, Ororo," Jean said again in her inexorable new tone. "Everyone in this room was called to meet this challenge and answered."

"Each of your younger soldiers have gifts which will aid their planet in it's defense on our ship," the Shi'ar beside Lilandra explained. "We asked for her to select those she believed could best aid in the fight off Earth."

"Jean," Ororo turned to her friend, her voice pleading.

"It's true," Jean stated. "The Shi'ar here have brought some of their defenses with them. I would request Sid to help you in explaining how to best hold off D'Ken with what they've brought."

"Professor." Ororo turned desperately to her friend and mentor.

Xavier turned to face her with a look of deep sympathy, and for a few moments the room was quiet as they communed through a silent telepathic bond.

"Fine." Ororo stood up slowly but surely. "You say you have some things to show us?"

Lilandra's three guards stood, one stepping forward. "I am G'mar, Second in Command of the Defenses of the Imperial Fleet," the Shi'ar introduced himself. "I am authorized to remain here for the duration of time needed to protect both our planets and to work with you in an attempt to protect your planet from destruction by the exchange of defense artifacts between our nations."

"Alright then." Ororo steeled herself. "If you will follow me?"

G'mar inclined his head and led his two soldiers out of the room behind the storm goddess.

"It will take some doing," Hank said, in answer to another silent conversation he had been having with Xavier. "He'll want to at least meet or talk with them."

"Technically, your President must meet and speak with my brother," Lilandra informed. "If he can delay him long enough for us to lead him further out of your galaxy and into honorable combat we can keep his forces from your Earth, and that should ensure safety for your planet, should you defeat him. But you must keep your President from inviting him down to Earth or making any treaties with him."

"Oh, well, then this should be a milk run," Hank said, with uncharacteristic sarcasm. "I suppose I should get started then." The blue mutant sighed, nodding to Charles before too leaving the room.

"And we should go," Jean said steadily. "We need all the time we can get."

"_Professor_," Scott said significantly, turning to the head of the X-Men. "What do you say?"

"I agree with Jean, Scott," Xavier said, not rising to the challenge in the official team leader's voice. "There is little time to spare."

"Do we really want to take the kids?" Logan spoke up again. "Maybe Bobby and Kitty and Rogue have been training for a while, but Gumbo-"

"Gumbo goes wherever Rogue goes," Remy said dangerously. "An' you best no' t'ink a' stoppin' dis one, or we'll waste a whole lot more time, n'est pas?"

Lilandra gave a sound akin to a monkey's laugh. "There is no need to bring down a pa'eane tire at a time like this. Peace, Logan of the Wolverines. This young red-eyed devil will not be parted from his female."

"Well then," Jean cut in decisively. "Let's start moving."

Front Lawn, Xavier Institute

"This may hurt."

Logan growled under his breath. "Why am I not surprised at all?"

"The pain will be brief," Lilandra continued. "It will be mostly a sense of powerful disorientation. You are, of course, leaving your atmosphere for that of our ship."

"Great," Logan growled, and the other X-Men couldn't help surpressing smiles: the hairy mutants dislike of flying was well known.

"Well then," Lilandra smiled. "Beam you up to Scotty, as you say?"

**COMMERCIAL BREAK**

* * *

><p><span>B'Hak Tai, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth<span>

"Are they supposed to be flailing like that?"

Lilandra made a low, keening noise of worry and impatience. "What is the matter?" she demanded, kneeling down beside the gasping, choking bodies of the X-Men. "What is it?"

Lilandra felt air around her move, coalscing about Jean Grey.

"Oxygen," the Phoenix gasped. "We need more oxygen."

"Raise the oxygen content of the internal atmosphere to 52.5%," Lilandra ordered. In the swift silence of obedience her orders were carried out, and the X-Men began taking deep breaths.

"We apologize," Lilandra said sincerely. "We need less O2 to survive than you do. We should have thought."

"Oh sure," Logan grumbled, as usual recovering more quickly than the others. "Anything else you Martians wanna inform us of?"

"Well, the creatures which you call kittens are a great delicacy on our home planet," Lilandra said flatly.

Kitty made a small squeak, and Logan swore under his breath.

"She's joking, Logan," Jean informed with a smile, standing beside the Professor and Scott.

"Good to know sarcasm don' never go out o' fashion," Remy chuckled, pushing himself up by his forearms and rubbing his head.

"Me'ana me," breathed a young Shi'ar who's long hair seemed to indicate she was female. "His eyes: he looks like Pret'aia the Destroyer."

"Crenisa," Lilandra's soft voice reprimanded.

"I apologize." Crenisa placed her hands together and touched them to her chin. "Pret'aia is not a negative being, I did not mean offense."

"No' problem, petite," Remy said, dusting his shoulder off as he offered a gloved hand to Rogue to help her stand. "This one gets the same reaction back on his home."

"Well we're not there now," Bobby said in a wondering voice. The others turned to where he was gazing and Rogue and Kitty couldn't help gasps at looking out the large windows facing their planet.

"It looks so small," Rogue breathed. "Like somethin' you could stick in your pocket."

"And vulnerable," Jean said shortly, turning back to Lilandra. "You have jobs for us, and if we ever plan on getting back to an Earth in one piece, I think we should get started."

"Of course." Lilandra stamped her foot twice and a door opened in the western direction of the ship. "If the four of you fully grown mutants will follow me? Crenisa and Feraind will direct your pupils to where they are most needed."

"I'm not sure about leavin' them alone," Logan responded darkly.

"It's okay, Logan," Jean said, glancing at him with a reassuring look. "They'll be safe."

"Yeah, sure they will," Logan grumbled. "Bunch a' Martians are gonna get us all killed."

Xavier Institute, Back On Planet Earth

"Sid, be careful," Ororo begged as the young mutant accepted a Shi'ar weapon from G'mar.

"Don't worry," said one of the two remaining Shi'ar politely. "We have it on safety, he cannot use it until we have instructed him how."

"Woah," Sid marveled, holding what appeared on the surface to be a gun in his outstretched hand. "I . . . I can feel it vibrating, man."

"If you place your hand a little lower," G'mar informed. "It will extract a small part of your celullar biology-"

"Ow!" Sid flinched as something singed his hand.

"-And will meld with you, firing upon mental command," G'mar finished. Sid froze.

"It will fire from my thoughts?" he squeaked.

"Indeed." G'mar gave a Shi'ar side-smile.

"There's plasma running through all these things," Jubilee observed. "What do they fire?"

"It depends upon the setting," G'mar informed. "Sonic blasts and a small blast of psionic energy to incapacitate temporarily, a type of shock wave to injure, and a kind of infared plasmoid you don't have on your Earth for a kill."

"Man this is cool." Sid shook his head, whistling.

"This is not so good," Jean-Paul's voice wavered.

"Are you kiddin'?" Sid scoffed. "These things are-"

Jean-Paul grabbed his friend's shoulders and pointed him at the TV screen.

"Uh oh," Jubilee breathed, eyes fixed upon the unfamiliar face which had overtaken the screen.

"Humans and mutants," D'ken, Majestor of the Shi'ar Empire said, speaking over every TV, computer, and radio on Earth. "I do not seek to destroy you, neither do my people. However, terrorists, violent extremists who wish for the destruction of my people and yours have hidden themselves in your galaxy and are attempting to ally with you to the desolation of all. Here now the words of the supreme ruler of the Shi'ar, head of the Grand Temple of J'ai Nemi: give them no consolation. Accept from them no gifts. Afford them no solace, nor aid, or risk the enmity of the Shi'ar upon your planet. Aid in their extraction, and we shall have a peace and accord. Help them, and we will consider it an act of war. Consider my words. T'ak namal."

"T'ak namal," Jubilee sounded out. "What does that mean?"

"It's a Shi'ar saying," G'mar said roughly. "'No mercy for defilers.' He's trying to turn this into an interstellar holy war."

"Oh lovely," Hank deadpanned. "It's always so wonderfully easy to negotiate with crusaders."

B'Hak Tai, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"We're hidden by a standard cloaking mechinism," Feraind explained, as the young X-Men followed him and Crenisa down the shifting corridors of the Shi'ar ship. "But of course, they have the same technology we do. They'll be able to detect us soon, we've just bought ourselves time."

"So what's the plan once they find us?" Bobby asked.

"We need to draw their fire, get them to follow us out further into your galaxy, away from your planet," Feraind supplied. "With you on board we hope we can battle them into a surrender, or, if we have to, destroy them."

"With us on board?" Rogue laughed lightly. "Sugar, I hope ya'll don't put too much faith in our powers."

"You should have more faith in yourselves," Crenisa said emphatically. "You humans are progressing wonderfully. Shi'ar have reached our potential mostly through our mental powers and invention, but your very bodies are still changing and growing to find new ways of survival."

"Speaking of mental powers," Piotr put in. "How can you understand us?"

"How do you mean?" Feraind asked. "Mental communication, you think, we think . . . we understand humans prefer things to be spoken aloud, but . . ."

"Does that mean . . . you're in our minds?" Kitty asked.

"Not bonded, by any means," Feraind demurred. "We just respond to communication. What we are speaking of now consists of emotions, your questions, and your fear of fading away. They are are sent to me, and I respond to you."

"Your what?" Bobby asked, turning to Kitty, who flushed red and looked away.

"I . . . I've done something wrong," the confident Feraind faltered.

"It's fine, sugar," Rogue supplied. "Just that . . . well, we're not all telepathic, just some of us, like the Professor and Jean, and they usually stay out of our minds."

"I apologize," Feraind said, looking pleadingly at Kitty. "Please, accept my apologizes. I did not mean to pry. We only get what is most loudly sent to us, and you-"

"It's okay," Kitty said softly. "I know you didn't mean to."

"What room is this?" Piotr gallantly changed the subject as they entered a wide room of various machines with a sort of table in the middle.

"This is the command center for the defenses for the western side of the ship," Feraind stated. "We've got the shields for this side of the ship, the three main firing points-"

"What do you do if something gets past your shields?"

Feraind looked at Bobby. "Then we put out the damage and try to return fire."

"What kind of damage? Fire damage, water damage?"

"Gas damage," Feraind explained, moving to the table and waving his hand over a holographic map of the ship. "If we're hit most fire won't last especially long. Well, not normally, with raised O2 levels it will. Our biggest problem is the increase of toxic gases."

"I think I can help with this," Bobby said with a grim smile.

"I truly didn't mean to insult you about your eyes," Crenisa was saying again.

"Don' worry you' own pretty eyes 'bout it, petite," Remy said with his trademark grin. "F' I took offense every time someone said I had devil eyes I wouldn't have time to breathe, me."

"They are beautiful eyes, though," Crenisa said. "Do many humans have that color, or is it only mutants?"

"Jus' mutants, and jus' me, far as I know," Remy said.

"Is that your power?" Crenisa said, offering him a slow smile.

"Well that and one liners cheesy'er than your mama's grits," Rogue said, coming in to stand solidly beside the New Orleans born mutant.

"Oh, yes, your powers," Crenisa said, as if suddenly reminded of their purpose. "The Grand Admiral wanted us to find out the uses for your abilities on the ship. If you'll simply place your hand on this. . ." She indicated what could most closely be compared to a touch screen ". . . it should help us determine where you'll be most useful."

Remy nodded, without the smile this time, and laid his hand down. The screen lit up a deep blue, then purple, and Remy tensed as a powerful tingling filled his hand.

"So you have abilities linked to potential and kinetic energy," Crenisa said aloud. "Of course they are not at their full potency since you had part of your brain stem removed to lessen their effects. I'm- sorry," she said, witnessing the darkening of Remy's face. "Was this . . . were you unaware of this? Was it done to you against your will?"

Remy avoided Rogue's eyes as he shook his head. "Non, I . . . I agreed to it."

"Oh, well then, c'est bien, n'est pas?" Crenisa said, smiling with her use of the unfamiliar Earth words. Both the smile and words failed in their desired effect, as Remy continued to avoid Rogue, who continued to stare at him, even as she placed her own hand on the screen.

"Well," Crenisa said, slightly downcast now, "your abilities seem to fall under an absorbtion effect due to a secretion in your cellular glands. There are some added effects that seem to lie . . . above it, in a way, as if recently granted. The absortion is powerful for humans and mutants, mild for Shi'ar."

Rogue at last turned away from giving Remy the evil eye, as she rounded on Crenisa. "Mild? What do you mean, mild?"

"I mean it is not fatal for the races which comprise the Shi'ar peoples," the little Shi'ar swallowed, pulling back from the intense mutant slightly. "Perhaps very painful if sustained for a considerable amount of time, but much less potent. I . . . believe I should go and check your friend," she said, before scurrying aside, leaving the two southern mutants alone with their revelations.

War Room, Xavier Institute, Back On Earth

"Mr. President, I understand. However, we cannot enter into any deals with these people- yes, of course you know- well, in terms of us helping, we really aren't fit to . . . well." Hank looked askance at Ororo, then at Sid and Jubilee, who were attempting to enhance the Shi'ar weapons, his hand holding the phone so tightly to his ear he had to remind himself not to break it, "I'm sure if we knew anything we would inform you-"

A wind picked up, and Ororo froze. Her breath nearly stilling, she moved away from the room to the hall, opening the window almost in a trance.

The air . . . the air felt wrong around her; sick, unusual, heavy. Heat and cold melded together in ways they should not, moisture and driness seemed to change their very natures, and Ororo could hear the Earth, screaming, screaming . . .

"Oh my God!"

The screaming wasn't just from the Earth. Human voices joined as for one horrible instant, a great black craft blocked out the sun.

_Oh Goddess._

**COMMERCIAL BREAK**

* * *

><p><span>B'Hak Tai, Control Room East, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth<span>

Jean's eyes snapped open. "We need to remove the shields and fire on them. Now."

"What?" Lilandra backed away. "We aren't ready. We need more-"

"They're forcing our hand," Jean said sharply.

"All the more reason to wait," the Professor began, before stopping. "Oh God."

"You hear them don't you?" Jean asked rhetorically. "Fire," she ordered turning back to Lilandra.

"Why?" Logan asked the obvious. Jean rounded on him.

"Because," she said simply. "They're blocking out the sun."

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"Be'nare k'ara," announced the Shi'ar equivalent of a voice over. "T'ela m'ockete." A blaring siren-like wail rose up, and the Shi'ar around the young X-Men ran to their posts.

"What, what is it?" Bobby demanded of Feraind.

"We're dropping our shields and firing," Feraind said, moving the holograph of the ship around to show the ice mutant what he meant. "See? We must be trying to draw their fire."

"Are we ready for that?" Bobby asked. Feraind's yellow-green eyes met Bobby's in silence.

B'Hak Tai, Control Room East, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"They're manuevering," Lilandra said, looking at the frontal command screen. "It seems they are willing to forego destroying your planet for a chance to fire at us."

"Well, that's great. Now only we have to die," Logan said with his characteristic pique. "Do we have any kind of plan, beyond lettin' them shoot us like quail?"

Jean's went black. "Oh yes."

Front Lawn, Xavier Institute, Back On Earth

"What is she doing?"

The brave, proud Shi'ar were staring in terror as Ororo rose into the air, arms outstretched. The very feeling of the air changed, the earth around them rumbling.

"Her power," Jubilee informed them, trying to make her voice calming as they started at the white haired mutant in awe. "Her mutation."

"You did not tell us she was a P'ai Matri," G'mar said, making a gesture like a star with his hands over himself, the other Shi'ar following.

"A what now?" Sid asked.

"A P'ai Matri," one of the guards said, then frowned, searching for the word in human, "A divine one, a half-goddess, one with holy power."

"A demi-goddess?" Jubilee half scoffed, half considered. "No . . . no, she's not that-"

There was a loud gasp, and Ororo shivered and then collapsed while still in the air, arching towards the ground. Sid ran and made a gigantic leap, just managing to break his teacher's fall.

"Thank you," Ororo huffed out painfully, her voice weak. "Are . . . are you alright?"

"Sure," Sid winced. "Just as soon as I get feeling back in my lower body."

"I'm sorry," she said, "I had to . . . the eclipse. They're blocking the sun. It wasn't natural, it was too much . . . the Earth . . . the atmosphere, it couldn't handle it. It had to be . . . fixed."

"And you did it," said G'mar, as he led his men up to her and then, at a gesture, all kneeled.

"We thank you, P'ai Matri, for allowing us onto your planet, and for saving us all."

"Don't!" Ororo's words were harsh. "Don't . . . kneel to me. I am not . . . I'm just a woman, and a mutant! I am not a- a-"

"It means demi-goddess," Jubilee said helpfully, and stepped back when Ororo's eyes flashed.

"No," the weather witch said again, ferociously, "I'm not that. Never that."

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"Why haven't they hit us yet?" Kitty asked, voice unsteady, as around the room the Shi'ar held their places.

"They're still manuevering," Feraind supplied, pressing a button to reveal a screen like a window, showing them the dark mass that was D'Ken's advancing battle ship.

"We should strike now then," Bobby recommended. "While the iron is hot, before they can hit us."

"It's going to take a minute," Crenisa said, changing a lever and pressing a series of buttons. "We still have to charge up. It takes a minute if we want a projectile that travels to the ship. We need them in closer range, or we need more power."

"Well now," Remy said with a broad grin, making a card appear in his hand with a magicians pass and charging it. "That sounds like somethin' this one would be able to help with, oui?"

"He's right," Bobby said, turning to his Shi'ar companion. "Is there a way Gambit can get to one of your missiles to charge it before it launches? He could increase the firepower, or even charge them without any need to use your own mixture."

"There's the section where we prep the missiles." Feraind pointed on the hologram. "Just down the next passage. But it will take an entire team to unload the missiles while your friend prepares them."

"Ahem." Piotr made a polite cough. "Excuse me," he said, "Meaning no offense to your people, but I believe I can unload and reload those equiptment. I carried things which look very similar in my earlier construction jobs."

"That's the spirit, Tin Man," Remy clapped him on the back.

"Well?" Bobby turned to Feraind with a grin. "What do you say?"

Feraind grinned back. "I say you should get to work!"

B'Hak Tai, Control Room East, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"They are turning to fire on us," Lilandra said. "We should re-upload our shields now, we are no match for their firepower, our only strength is in manuverability and secrecy."

"No," Jean said decisively. "No, if they can't see us they will just turn on the Earth again to make us surrender. We need to draw them out. We need to let them think they are likely to beat us."

"So we keep running?" Lilandra posed, raising a regal brow. "We cannot outrun them forever and if they move away they may simply attack your planet to make us return."

"We have to let 'em hit us, don't we?" Logan surmised, staring at Jean. "Give 'em a hit so they think they have a shot - so they'll keep following us."

"Without our shields, we'll be blown out of the sky," Lilandra explained, urgently.

"Oh, we have shields," Scott said, finally catching the drift from Jean's small smile. "Don't worry, Grand Admiral. We come prepared."

B'Hak Tai, Ammunitions Bay, Docking Port, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"Think this is it, Tin Man," Remy said. He pressed a finger to his ear to touch the tiny communicator within. "You see us, you? IceMan?"

"We see you, Gambit," Bobby responded over the link. "Feraind says he's unlocking the container now, you might want to step back."

Remy yelped and hopped back as with a jolt and rush of steam one of the container doors popped upright and open, exposing the silvery missile within.

"Now I 'spect it's your turn, you," Remy nodded to Piotr.

"Indeed," said the Russain and armored up, bracing himself to lift the missile out of it's hold.

"Now," Piotr grunted. "Quickly, my friend. This metal . . . is much heavier than that of . . . our Earth."

"Figures," Remy said, quickly locating the inner system of tubes and flasks which held the explosive plasmoid fluids with his thief's dexterity.

"What do I charge to make sure it don' blow us all up now?" Remy asked into his earpiece.

"Try the inner coil in red," Bobby supplied after a moment.

Remy nodded, shaking his hand and pressing it to the stated piece. The charge from his hand seeped into the liquid, turning it a bright red-purple as it quickly began to pass into the rest of the mechanism.

"Okay, back down. Back down, Big Red! Don' know how long we got!" Remy hollered, closing the compartment as Piotr lowered the missile as swiftly back into place as he could.

"Okay, now back away while we launch it and cover your ears!" Bobby yelled over the speaker.

"Don' break our ears 'fore we do it!" Remy said back, running to the back of the room for the door to the corridor with Piotr. "Or-"

The missile launched out of the spaceship with a sonic blast that thrust Remy and Piotr forward ten feet, the sound reverberating around the entire western part of the ship, making the very floors shake.

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"Did it work? Did it work?"

Bobby tried to yell over the temporary deafness of his own eardrums.

"That's the missile!" Feraind pointed at the screen. The slim, metallic projectile shot across the dark emptiness of space. Half-way towards the Imperial Battleship of D'ken, the missile began to glow a violent red-purple.

"It's gonna hit!" Kitty yelled, just as the missile struck the side of it's target. There was no sound as the hit was made, but with a burst of purple-red energy, the missile crashed into D'Ken's battleship.

A cheer went up around the room and Remy's whoop of joy could be heard over the communicator.

"They didn't see that coming," Feraind said grinning.

"They never do, Feri," Kitty said clapping him on the back. "Not us."

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"That's our boys," Logan grinned.

"Don't rejoice so soon." Lilandra's voice shot out like a whip. "Their guns are already in position. They're going to fire, and we'll go down unless we can put up the shields-"

"No!" Jean said, gritting her teeth. "I- I think I can hold them off. I can prevent the missile from hitting us."

"Jean-" Logan began.

"No, it's okay. I can do it."

"They're firing, Grand Admiral," said one of the Shi'ar captains.

"I got it," Jean said. Her eyes blacked over as she focused on the missile in her mind. Tearing into her hands with her nails, she reached out with all her might and thrust with every ounce of telekinetic energy she could muster.

The missile veered off course, spinning away from their ship into the inky blackness of space.

"Jean!" Scott and Logan moved as one and quickly caught her as she swooned.

"I'm fine, I'm fine," she demurred.

"Admiral . . ."

"Jean, don't wear yourself out," Xavier cautioned. "You-"

"Admiral!"

"What?" Logan barked, annoyed, but Jean's hand was suddenly on her shoulder, her eyes wide.

"There's a second missile," she gasped. "It's headed for the western part of the ship, for-"

"The children," Charles breathed.

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"Woah," Bobby said, laughing slightly.

"What?" Feraind asked.

"It's just . . .y ou're an alien. We're on a spaceship, with you, defending the Earth . . . fighting aliens," Bobby said flatly, meeting the other male's eyes. Feraind's eyes narrowed, and then both began to laugh.

"Yes," Feraind said. "I do think-"

A sound like the aftermath of a bomb's primary explosion pounded through Bobby's ears. A red liquid flushed through the particles of the air. Bobby tried to scream, unable to hear his own voice. He held onto the table with all his might, as slowly the world came back into focus. Feraind rolled half on top of him, and Bobby caught the Shi'ar around the wrist.

"Feraind," he said, the sound hurting his still raw eardrums. "Feraind, are you-"

Feraind flopped over onto the table in front of Bobby causing the holograph to fizzle and blink in and out of focus. A red stain bloomed from his chest.

"You bleed just like us," Bobby said in a dull, monotone voice of shock, waiting for Feraind to answer. But the yellow-green eyes of the Shi'ar were wide and staring. Slowly, slowly, even those colors faded, till only two white orbs peered coldly up at him.

"Qu'mo arete? Qu'mo arete?"

Bobby stared at the Shi'ar who was looking at Feraind's body as if he was sleeping, asking the question. Bobby didn't have to speak Shi'ar to know what she was asking. He was silent for only a second more.

"We need to hit back as soon as possible, using the guns we haven't lost. The only way to stop this is to end it," Bobby said decisively. "You see here?" He pointed to their position on the holograph, moving Feraind aside gently. "We need to activate these and get the fire off the corridors or they'll blow us apart from the rest of the ship. They're trying to split us up: we have to hit back now."

The Shi'ar started at him.

"Well?" Bobby snapped. "Now!"

The Shi'ar gave the movement of acknowledgment then, and turned to carry out his orders.

"Rogue!" Kitty phased out of a fallen generator, dragging an injured Shi'ar with her. "I've got a lot of people trapped over here!"

"On it, sugar," Rogue said, taking off her half-melted glove and dragging people out of a pile of injured Shi'ar. "You're gonna be alright, hun," she said to the groaning alien. "Hey, could I get some help here?"

The Shi'ar the comment was directed to took a step back.

"You, here." Rogue rolled her eyes, taking the alien by the wrist.

_Defenses are down/They are defenseless/They will never detect the Majestor's actual ship until it is too late/Must get to the back entrance/Will be boarding now, now now-_

The Shi'ar pulled away, gasping and staring wildly at Rogue, who grabbed her head, trying to process the influx of images and information she had just learned.

_Church In The Wild by Kanye and Jay-Z ft. Frank Ocean Plays Over Final Scenes_

"Oh no," she breathed out, turning up again to face the Shi'ar, who took a step back. "No, you don't!"

Rogue leaped, grabbing the scurrying alien, swiftly kicking the female's legs from under her.

"Rogue, what are you doing?" Bobby demanded.

"She's a traitor, Bobby!" Rogue yelled, then louder, to the surrounding Shi'ar, "She's a traitor! I saw inside her mind, the ship- D'Ken ain't on that ship! It's a decoy! He's got another, it's hidden, it's- boarding," Rogue froze. "Oh God, they're already here."

B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard, 60 Clicks Above Earth

"How much damage?" demanded Lilandra brusquely.

"It's hard to say," reported the Shi'ar captain. "It's-"

"We gotta go down and get 'em," Logan snarled. "I knew we shoulda never let 'em split us up."

"We need to put up our shields," Lilandra said decisively. "I know you want them away from your planet, but we can't sustain many more hits like that. With our shields up they won't be able to detect us-"

"Lilandra," the Professor reached for her.

"I'm sorry, Charles," Lilandra said. "But this is the way it has to be."

"Actually, sister of mine," said a voice from the rear of the control room. "It is a little late to put up those shields."

Slowly, slowly, Lilandra and the X-Men turned to face the darkly grinning Shi'ar Majestor and the soldiers who had quietly slipped onto the ship from the small side door left unlocked by a traitor.

"Well now," D'Ken said brightly. "I think proper introductions are in order?"

**ENDING CREDITS**

**Promo For Next Episode:** _On an empty world hides The End of All That Is. But will the X-Men be able to stop total destruction: or will it be the end of all they are, too?_


	11. Chapter 11

**Season One, Episode Eleven: The Abandoned Planet**

Front Lawn, Xavier Institute, Back on Earth

"Charles? Charles-"

"Ororo-"

"Please, Hank, I'm trying to concentrate," Ororo pushed aside. She closed her eyes, desperately trying to focus. "I can almost hear him, but it's as if he's blocked but still trying to get to me-"

"Ororo-"

"I- I- can't-"

Ororo felt herself whirled around by two large blue hands.

"Ororo, it's the president," the furred mutant whispered fiercely, his eyes wide, his pulse fast. "They've been watching the skies. There was some sort of anomaly, a contortion, and . . . it's the ships. They've disappeared. They're gone."

B'Hak Tai, Central Command Ship of the Shi'ar Imperial Guard, Four Systems Away from Earth

"D'Ken, what have you done?" Lilandra said through gritted teeth, wincing painfully as the Shi'ar firearm held to her neck pressed closer to her. The tiny floating orbs with sharp needles were hovering beside the necks of the crew and their mutant allies. D'Ken sighed dramatically.

"Apparently, sister, lent you the courtesy of leaving you alive for a trial," D'Ken said, a Shi'ar smile spreading over his face. "I've also removed both our ships to systems away from any planets which might be harmed by your terrorist actions-"

"It's not terrorism when we flee the planet to prevent violence," Lilandra responded.

"No, that was your stealing our nation's most sacred artifact. The terrorism happened just now," D'Ken said slowly, as if to a child, "When you fired on our own Imperial Fleet. Do you remember that?"

"And usurping our nation's most sacred artifact to further a fanatical religious sect's desire to destroy the known universe is what . . . an executive order?" Lilandra continued.

D'Ken sighed and then made a small motion with his hand. The needle swiftly buried itself in Lilandra's neck. Scott aimed an optic blast at D'Ken. One of his men jumped in front of him, taking the wound himself.

"Relax, rogue agents of the planet Earth residing within the fourth sector of galaxy Trentaris," D'Ken smiled, dusting off the remains of his savior from his uniform. "I did say she would get her day in court, yes? She's merely unconscious." With a snap of his fingers, the needles made quick work of the rest of the X-Men.

"I would consider it an honor, were I you," D'Ken said as the redheaded mutant faded, taking longer than the others to succumb. "You'll be a witness to the end of this world . . . and it's beginning anew."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring Morena Baccharin as Lilandra

And Anthony Stewart Head as D'Ken

Written by Kalinda Vazquez

Directed by David Solomon

Created by Joss Whedon

* * *

><p><span>B'Hak Tai, Control Room West, Central Command Ship of the Shi'ar Imperial Guard<span>

_Rogue . . ._

"Ow! God!"

"Rogue? Rogue?"

"Chere?"

Rogue gasped, trying to gather herself as Remy held her upright. "It . . . it's Jean . . . and the others, they got to them, D'Ken, they've got all of them, drugged or somethin' . . ."

"What do you mean? What else did she say?" Bobby demanded.

"She didn't, she just sent me a . . . a bunch a' information," Rogue forced out. "Like she dumped it all into my brain. Gimme a sec . . ."

"If they've overtaken the ship," Crenisa said, voice shaking, "then we're . . . we're finished . . ."

"No we are not," Bobby said firmly. "We will fix this-"

"If they get to the source of the crystal, we will all be dead, the entire universe. They will end it," Piotr stated, his thick voice just maintaining it's calm.

"Yeah," Kitty said, eyes widening. "But only if."

"What do you-" Crenisa froze and three of the Shi'ar gasped.

"What is it?" Remy asked.

"They're coming," Crenisa said, her body shaking. "We're too late."

* * *

><p>"Hands behind your heads!" The Imperial Fleet officer aimed his weapon at the slowly acquiescing rebel Shi'ars. "You." He shoved the butt of his weapon at Crenisa's face. "Where are the mutants?"<p>

"They ran off," Crenisa said, her face darkening. "Over that way."

The commander jerked his head at one of his officers. "Go, take T'lar, Jaer and Marik and find them." Turning back to his prisoners, the commander pointed his weapon. "You are all under arrest according to Statue Eight of the N'Juri Bylaws which-"

The officer never got to finish his sentence as Kitty phased her friends out from the wall they had been hiding in to club the Shi'ar in the back of his head. He dropped and Bobby immediately relieved him of his weapon.

"Crenisa." Remy helped the Shi'ar to her feet. "Is there an escape pod or small runner ship you got on here that can detach from the main ship?"

"Yes." Crenisa nodded. "But it is short range, it only works once we are in range of a planetary atmosphere, and it can't jump from systems. You would be stranded out here."

"That's jus' fine petite," Remy assured her. "All we need to do is get to the planet before D'Ken does."

B'Hak Tai, Central Command Room West, Twelve Systems Away from Earth

"Do you know Je'Ack Proverbs Fifty-Seven, Mia'liar?"

Mia'liar made a small bow in the Majester's direction. "Yes, Excellency."

"'For when the world, of itself, has made life a living hell, then shall one of you stand, and ye will know it as the end," D'Ken murmured to himself. "Look, Major Mia'liar. There is our end."

Mia'liar looked. The planet shown through the reinforced shield-window was small, with a swirling yellow-red atmosphere.

"We'll land within the next ten- Excellency?"

"What is it, Major?" D'Ken frowned, his eyes still glued to the planet.

"Did you authorize the release of a planet scout pod?"

"Did I authorize- I've been right here, how could I-" D'Ken's eyes narrowed. "It must be the younger humanoid mutants. I knew we waited to look for T'Lish's response. Fire on it, now."

"Yes, Excellency," Mia'liar nodded. "Firing time in three, two-"

Mia'liar shrieked as the controls before her shattered and split. Whirling around, D'Ken was faced with the blazing black eyes of the red-headed mutant.

"You want to stand down," the Phoenix ordered. D'Ken sneered.

"Auxiliary lazers, fire at once!"

Shi'ar Imperial Fleet Planetary Scout Pod, 100 Clicks Above Unnamed Planet

"Hold on to something!"

The young X-Men screamed as Crenisa threw the pod into a spiral, narrowly avoiding the lazer shot hitting their front bow.

"Anyway you can get us down faster, petite?" Remy asked loudly.

"These things aren't meant to escape Imperial Fleet attack!" Crenisa said.

"Well that's a design flaw!" yelled Kitty.

"We didn't expect to be fired on by our own people!" Crenisa shot back. "We- hold on!"

The small pod jerked harshly and Rogue screamed as the wires next to her seat fizzled from the lazer's scrape.

"We're hit!" Crenisa warned. "We're going to go down, if I can glide her in we might be able to make it!"

"Might?" the X-Men yelled in unison.

"Hold on to something!" Crenisa screeched, as through the shield-window they plummeted through the exosphere, thermosphere, stratosphere, troposphere, down, down, down, to the red, red earth below-

With an earsplitting cacophony of grinding, bouncing and banging, the pod hit the ground and slid forward with impossible speed and rolled over, once, twice, three times, before stopping.

The dust settled before there was a great wrenching, and the roof of the pod was ripped away and tossed, as Piotr clambered out, dragging Bobby with him.

"Bobby! Bobby!"

The blue-eyed mutant coughed, working his eyes slowly opened. "Where . . . everyone else . . ."

"Hell of a landin'," Rogue croaked, pushing aside some of the broken shards of the pod. "Remy?"

"Uh . . . jus' fine, chere," the red-eyed mutant answered painfully, still flashing his smile. "You' concern' is touchin' though."

Rogue rolled her eyes, and the widened them, jumping to the front of the pod. "Crenisa!" Rogue dragged the body of the little Shi'ar out onto the red dust.

"Guess we know we can breath," Bobby managed. "Kit- Kitty!"

The smallest mutant lay a few yards away from the pod. "I'm- I'm okay," she said, crawling to her feet and limping over.

"She's not," Rogue said, voice trembling. "I- I can't find a pulse."

"She ain't human," Remy said, as the other mutants hurried over to where Rogue had laid the body of their pilot. "Her body probably works different, chere."

"Not that different," Bobby said harshly. "Her neck is broken. That anyone can see."

"Could be a little nicer 'bout it, IceCube," Remy half-growled.

"No point in it," Bobby said brusquely. "We've gotta go find that crystal thing before D'Ken does, and that means fast."

"I can't see where we could go," Rogue said roughly. "We've got the whole planet to search, an' it all looks like the same damn desert."

"Wait," Kitty said, standing up with some difficulty. "Can you hear that? Quiet, listen!"

The band was silent, and Bobby nodded. "I can hear it, like some kind of pulse. I think it's from over there."

"And so we're jus' gonna leave her here?" Remy demanded.

"Unless you wanna carry her," Bobby said.

"I will carry her," Piotr said, stepping between the two. "It will be no trouble for me, and when we get back she deserves to have a burial or whatever her people do."

"Then let's go."

Unnamed Planet, Seventh Galaxy West of the Hiriajan Constellation of Sar'a

The members of the Shi'ar Imperial Fleet cowered as the flaming haired mutant who had evaporated their leader before their eyes floated out of the ship she had successfully landed in defiance of the workings of it's entire crew with the force of her telekinetic powers. The Phoenix closed her eyes and focused on her objective, knowing that the power would accomplish whatever she chose to think of.

_The children. Take me to where they are._

Some Miles Away

"Up there."

"Oui, I think we can see that, mon ami."

"Well then let's move."

"Bobby-"

"What do you think will happen to us if we wait around and they find us?" Bobby rounded on the other X-Men. "If anyone has a better plan or idea, go right ahead, and I'll follow you now." Bobby waited. "No one?"

"It's up there," Piotr said to break the silence. "I can hear it."

The group trudged forward, as the pulse grew louder and louder, and then a pale white light could be seen glimmering in the distance.

"No point in waitin' now," Rogue recommended. The X-Men took off at a run.

Nearing the crystal, the pulsing grew louder and louder until it was fully in sight, just a yard away. Hanging in mid-air, it looked like any clear quartz crystal, albeit a large one.

"So, what do we do?" Kitty began, her sentence fading as she took an unconscious step forward.

"We go inside."

Kitty let out a shriek, and Remy swore as Jean smiled. "It's alright," she said, lifting her hand up. "We're safe now."

"Jean," Rogue swallowed. "Are you- where is everyone-"

"Hush," Jean silenced, reaching out her hand, the air rippling as she passed. "Just . . . stay calm."

Bobby started as Jean touched the crystal, but suddenly the world was bending around them in a whirl of red and black.

**COMMERCIAL BREAK**

* * *

><p><span>Somewhere . . .<span>

"Jean, where did you take us?"

"I didn't. This is what is within the crystal."

"There's a life size city inside a crystal. Ma'am, you're one of my favorite teachers but have you considered if maybe you've lost your mind, you?"

Jean smiled at Remy, that twitch of a grin that seemed to suggest she still possessed her mental faculties. "Believe me Remy, I have almost as hard a time believing in this as you."

"We're inside a city," Rogue said, turning completely around in a circle, eyes traveling over the endless white streets and buildings, a thousand corners and avenues, seeming to stretch on without end. "Inside a crystal, on a planet. How is this even possible?"

"We also came here on a spaceship with aliens and have super powers," Bobby half-laughed, "So I suppose- Rogue!"

Bobby leapt forward a second too late: Rogue fell to the ground, three bullet holes in her brain, blood seeping all over the white street, her eyes open and staring.

"No, no, no!" Remy screamed something Bobby couldn't understand, sprinting towards Rogue's immobile body.

"No, Remy, stay back," Bobby warned, throwing an iceslide out from his hand in a desperate attempt to stop the gun firing at his friend. Bobby deflected two bullets. The third lodged itself in Remy's chest, and the Southern mutant gasped and coughed up blood as he staggered. Kitty screamed and Bobby turned to watch as the little mutant was mutilated by a figure in black. Piotr charged at her murderer and Bobby screamed helplessly as the big Russian was run through with the blade drenched with Kitty's blood.

* * *

><p>"No, no, no, no!"<p>

"Bobby? Bobby what's wrong?" Kitty demanded of the moaning blue-eyed boy who simply gave a series of dry-throated cries, his eyes wide and staring at the empty air.

"Bobby!" Kitty started to run towards him, but stumbled and gasped as she began to sink down through the ground.

"No, stop it!" Kitty tried to clamber up, but her phasing power had turned against her, making the ground around her a deadly type of quicksand. The more she tried to rise, the more she sunk. Soon she would be buried up to her neck, and then her entire body, stuck within the very core of the planet, unable to see, unable to breathe . . .

* * *

><p>"Bobby? Katya? What is going on?" Piotr whirled around, looking to ask Remy and Rogue. They two mutants were nowhere in sight.<p>

"Piotr . . . brother . . ."

"Illyana?"

"Why can't you come home?" the voice of his sister moaned. "Don't you know what's happening here? Please . . . Oh God-"

"Illyana!"

* * *

><p>"Somethin's goin' wrong here, an' that's fo' true," Remy noted. "Course I don' need to tell you that-"<p>

"No," Rogue spat at him. "What you need to tell me is why you lied."

"Lied?" Remy pulled back. "Quoi? Lied about what, chere?"

"About me."

Remy shivered at the sound of the lean, almost refined voice behind him.

"Oh, I see what this is," Remy deduced, refusing to turn around. "You' in my mind again, oui? Ain't gonna work, mon ami. You create all this? Tryna mess with this one's head again? I did what you asked, so you get gone, you."

The barely masculine voice giggled. "Oh, but it's not just me, is it? You lied about a lot of things, haven't you? Well, you'd have to. No other way to get them to take a murderer like you in, is there?"

"He tried to kill me," Remy said through gritted teeth.

"And Etienne, did he try to kill you? What about his death? What about our little job together? Look at your hands, Remy LeBeau. Look at your hands."

Remy tightened his jaw and refused to react at the sight of blood drenching his palms. "Ain' gon' work. I know you ain't here."

"Doesn't matter, does it? Here or in your mind, everything I am saying is true. Vous effectuer la mort avec vous pour toujours, Diable Blanc."

* * *

><p>"Remy? Remy?"<p>

Rogue took a cautious step towards Remy, who was shaking, his back to her. "Remy, what is it?"

"So selfish, chere," Remy rumbled, his back still to her.

"Selfish?" Rogue froze, frowning.

"You jus' wan' me inside, don' you?"

"I- what?"

"You jus' wan' us all inside." Remy turned around, revealing his face to be covered with black veins.

"Remy!"

"You're killin' me," Remy spat, gasping. "Killin' us all."

* * *

><p>"Rogue? Rogue!"<p>

Jean's eyes passed from one student to another. Each was locked in their own private struggle with unseen, unheard forces.

"Alright then," Jean murmured. "Then what's coming for me?"

_Phoenix..._

"I'm right here!" Jean raised her arms. "Go ahead! Here I am!"

_Turn around, Jean Grey of Earth. Turn around and save your world._

**COMMERCIAL BREAK**

* * *

><p><span>At The Center of the World<span>

"What is this?"

Jean reached her hand out towards the shimmering latticework which appeared to be made of some kind of air, but then thought better of it.

_It is fading. If it fades, I will fade. If I fade, gravity will fade. Fade in from me, out from me. All of creation will collapse unto me, and your world will give birth to another._

"What do you mean, what is this- what are you?" Jean demanded.

_Meet with me, Phoenix. Meet with me in your mind, and I will use your words to tell you what I am._

Jean hesitantly closed her eyes and reached out with her mind. Like a whirlwind, like a massive avalanche, the light at the center of the crystal, in the center of the planet, at the heart of the universe melted into her mind. Every lock and stop inside her brain was undone, as the entity attempted to explain itself in human terms.

_Ah. I see. I am a Neutron Galaxy. Thank you, Jean Grey of Earth. Now I have a name._

"But what does that mean?"

_I am the beating heart at the center of your world, the secret beginning and end. I contain so much within me, more than you could comprehend: or perhaps not. If my shield fails, the intense gravity within me will suck all of creation inside. The explosion which created your world will be replicated and destroy it. I will give birth to new life._

"How do I stop it?"

_What makes you think you can stop it?_

"Because if I couldn't, you wouldn't have spoken to me."

_Perhaps. If you can use your strengths to repair my shield, your world will exist a while longer. I would be . . . sad, in your parlance, to see you go. You are interesting to me._

"Okay, but how? How do I fix this?"

_Lend me your power, and I will show you how._

Jean gasped as she felt more effort dragged out of her in the timeless minutes following than she ever had before in her lifetime.

_It is not done, Jean Grey!_

"I- I don't have any more more to give!"

_Your friends . . . their minds could not handle the shielding . . . reach out to them. Take from them. Finish it. Finish it!_

* * *

><p>"Help, oh God, help."<p>

Bobby gritted his teeth against another scream replayed in his mind. His failure. They were all dead and it was his fault.

_Bobby. Bobby listen to me._

"I'm sorry. I can't, I can't do this."

_Bobby, what you are seeing isn't real. Bobby, listen._

"Feels so real."

_Bobby, I need you to focus! None of this is real._

"I saw them! I saw them die!"

_No. No you didn't._

"I failed. I failed them all."

_No, and you never could. You are so strong Bobby, so strong. I need your strength now. Open your mind to me._

Bobby sighed, a low, painful sound. But . . . if they were all dead, there was no harm in allowing Dr. Grey into his mind. He lowered down his barriers and let her find whatever strength was in him.

His brain blazed, and then the blood before him wavered. Frowning, he looked up. At first it appeared that Kitty lay dead . . . but then, then the mirage shimmered, and she was alive, albeit clearly in distress.

"Kitty," he croaked. He crawled towards her, reaching out to touch her, to confirm for himself whether she was real or figment.

"Help."

"It's okay, Kitty, listen," Bobby took her hand, and Kitty gasped.

"I'm drowning," she said, but less frantic now.

"No." Bobby forced a cracked-lips smile, and raised their joined hands. "We're fine now."

Like a pulse of a knot tightening, Jean felt their strength surge through her, enough to repair a little more of the shield.

_Not quite yet . . ._

* * *

><p>"Piotr-"<p>

"Illyana, please-"

"Piotr? What is it?"

The big Russian frowned, looking up. Before his eyes, a pale shade of his sister appeared, not now crying, but sitting cross legged, staring at him as if in shock. "Piotr? What's happening?"

_Piotr. I need your help._

* * *

><p>"Mon frere...when you gon' come home and answer for what you done?"<p>

_Remy._

"Never," Remy snarled. "I'm never comin' home. Never."

_Remy. Listen to me. This is not real._

Remy chuckled harshly. "Don' matter if you ain't. It's all real. It happened. I did it."

_Remy. Listen. I need you to lend me your powers._

"Powers?" Remy let out a manic laugh. "Got no powers. Would jus' end up killin' someone."

_Remy . . . help me. Help Rogue._

* * *

><p>"Well, I suppose we are more alike then you'd like to think, my dear."<p>

"No, never, go, please God, jus' go," Rogue pleaded to Magneto, knowing the old man would have no sympathy anyway.

"Rogue-"

"Not again," Rogue moaned. She couldn't bear to hear Remy's cruelly accusing voice again, to watch him die again by her hand.

"Rogue-"

Rogue shrieked when she felt his hands on her again, but he forced her to look at him. He didn't appear to be dying or drained.

"Rogue, listen, I think somethin's playin' wit' our heads," he explained. "Don' know half of what the hell is goin' on, but I don' trust myself wit' my power right now. An'-really ain' in my element here, tu comprends?"

"No, Swamp Rat for once could ya say somethin' plain and honest?" Rogue practically screamed. "For once?"

"Insane River Rat," Remy rolled his eyes. "Fine, bien."

Somehow, Rogue knew it was coming a second before he did it. Somehow, she didn't pull away. Remy swallowed her gasp, his hands desperate in her hair as he tried to fight the drain, not letting her pull away, not slowing the kiss until he hand to collapse, falling back.

_Rogue. Let him be. He'll be alright. I need your help now._

* * *

><p>Jean drew it in, every ounce of power, every emotion: Piotr's confusion, Bobby's strength, Kitty's relief, Rogue's terror and joy and Remy's desperate bid for sanctuary. It sped into her, carrying a psychic blast that Jean threw into the pattern. The shield gleamed with life, reforged.<p>

"It is done," said the Phoenix.

**ENDING CREDITS**

**Promo For Next Episode:** _One crisis is averted, but another looms on the horizon. The most powerful force on the earth is contained in one woman. Beyond a god, beyond rules: the Phoenix rises._


	12. Chapter 12

_You have all been SO very patient and hopefully you find yourselves well rewarded! Here it is, the first of the two part finale! Enjoy!_

**Season One, Episode Twelve: The Dark Phoenix Saga, Part One**

B'Hak Tai, Central Command Room West, Twelve Systems Away from Earth

_Burning . . . planets collapsing, a star dies, an ocean cools, time and space fold in on themselves and give under the weight . . . flying, flying, flying, and everything is cool and black then all at once there is a blaze-_

"Jean."

Scott watched his fiance stiffen, eyes held tightly shut, before she let out a breath and turned back to him. "Scott, God, you . . ." Jean swallowed.

"Are you sure you don't want the Professor to have a look at you now?" Scott asked, and Jean suppressed a moan. "He's said he's willing to-"

"I'm fine, really I am," Jean said, trying to put on a relaxed smile. Out of the corner of her eye she saw three Shi'ar staring at her. She had barely caught their gaze before they scurried away, making some sign on their chests.

"I'll ask them to stop staring-" Scott began, but Jean shook her head.

"It's fine," she waved away. "I understand. Just remind me next time of this before we decide to waltz forever into another culture's most sacred mythology."

"Would you listen?" Scott was unable to keep from asking abruptly.

"Scott-"

"Look, I think the question deserves asking," Scott continued. "Hell, I don't even know what you did down there. You just destroyed every hostile Shi'ar in the ship, went into a strange planet and repaired what you described as the center of the universe. It's a lot to take in, and I don't exactly get the feeling you're too sorry."

"How can I be?" Jean frowned. "We fixed what we came here to fix. It's done. We can all go home now."

"Over a hundred people on this ship are dead," Scott reminded her. "We don't even know the damage on the children, or on you-"

"On me?"

Scott blanched, but stood his ground. "You killed almost every member of D'Ken's crew. Then you walked into the center of another galaxy and came out and- Jean, you are shaking from head to toe."

"I feel fine," Jean remarked swiftly.

"I know," Scott said slowly. "That's what worries me."

* * *

><p>"So what do you think: premonition or personal fears?"<p>

Bobby and Piotr looked over sharply at Kitty.

"C'mon we're gonna have to talk about it," Kitty said, swallowing but continuing firmly. "Personally, I think it was just playing off our fears. You know, like that one episode of "Doc-"

"Kitty, c'mon, just leave it, please?" Bobby asked. "Just . . . just for a second."

Kitty frowned, but her sharp eyes caught where Bobby's gaze flitted.

"It's not your fault," she said, moving closer. "You brought Crenisa back. Now at least her family will have her body-"

"Just stop, Kitty, okay?" Bobby snapped. "You can't just fix this, so just drop it."

"But-" Kitty gritted her teeth as Bobby stood and walked away.

"He will be fine again soon," Piotr comforted. "He just needs time. You, myself, Rogue, Remy-"

"How much time do you think Remy needs?" Kitty laughed harshly.

Piotr sighed, glancing over to a darkened corner of the ship where the mutant in question lay.

"I don't know, Katya. But let's try and have a little hope. Just a little."

* * *

><p>"You hungry, kid?"<p>

Logan suppressed a growl of frustration as Rogue merely shook her head lightly, her eyes still fixed on the motionless boy before her.

"Rogue," Logan sat down, "You gotta eat somethin'. Starvin' yourself won't help the Cajun."

"If I had starved myself sooner I might have," she mumbled.

"Okay, you keep sayin' stupid crap like that and I'll have to drag you away," Logan warned, and was rewarded with a furious glance from the brunette that told him in no uncertain terms how hard he would have to work to carry out that threat.

"Kid, the Professor said his pulse is strong and his mind ain't anywhere near brain damaged," Logan explained, more gently now. "And that's saying something for Gumbo there. He'll be-"

"Three weeks," Rogue muttered.

"What?"

"Cody," Rogue repeated. "The first boy I kissed. He was in a coma for three weeks."

"Well, that's a wait, but I'm sure he'll be back to his usual, punk self after-"

"Half a minute," Rogue overrode. "I kissed Cody for half a minute and he was in a coma for three weeks. Remy's powers still haven't gone down," she reminded, turning to Logan to give him the full view of her now red and black eyes. "What if he wakes up in a month and can't remember anything? What if he doesn't wake up at all and all I have in my head are a bunch of memories I can barely see, that I can't explain-"

"Hey, hey, hey," Logan stopped her. "Don't do this to yourself. The kid's tougher than you give him credit for. He'll be back."

Rogue shook her head, demon eyes glittering wetly. "I don't know what I'll do if he doesn't. You can't imagine what it's like- I can't imagine livin' knowin' I-"

"But you won't," Logan said softly.

Rogue opened her mouth to speak, but there was a sudden lurch in the ship.

* * *

><p>"What the hell was that?"<p>

"Scott-" the Professor began, but Lilandra shook her head.

"No, it's warranted this time," she said grimly. "Something interfered with our jump drive capabilities. Instead of landing in Vector Seven we landed in a Red Code Quadrant."

"What's a Red Code Quadrant?"

Lilandra pressed her fists down on the computer board mainframe. "Somewhere we don't want to be."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring Morena Baccharin as Lilandra

Written By Joss Whedon

Directed by Matthew Vaughn

Created By Joss Whedon

* * *

><p><span>B'Hak Tai, Central Command Room West, Code Red Quadrant, D'bari Homeworld<span>

"How long until we can make the next jump?"

"Twenty, Ma'am- uh, I mean Majestrix."

"Damn," Lilandra swore.

"What is it? What's a hostile quadrant?" Scott demanded.

"I'm gonna go out on a limb here," Logan drawled, "But I'm guessin' it's a quadrant . . . where the people are hostile."

"The D'bari were part of the Shi'ar Empire," Lilandra explained rapidly. "They broke away not long ago and there has been fighting on our borders. Lately we've been trying to avoid confrontation, but they'll interpret this as a sign of an attack."

"Can't you open up communication with them?" Logan questioned.

"It's a little late for that now," Lilandra said briskly. "That-" she pointed out the window at the approaching collection of small, sleek ships "- is a D'bari war fleet. If we don't power up and jump into the next system we're gonna get caught in a firefight with most of our weapons damaged."

"And I suppose the reason you can't make peace with them is because you refused to let them leave peacefully when they wanted to break away?" Scott put in icily.

Lilandra drew herself up and stared him down with all the majesty of her new office. "Your country didn't seem to see it that way when you were fighting your civil war. Or do you also refer to that as the War of Norther Aggression?"

"They're firing long-range torpedos!"

"_Cushr,_" Lilandra swore. "Can we put our shields up?"

"We can," answered the stiff, battle-scarred Shi'ar, "but we'd have to deter power from recharging our jump drive."

"_A'omenar_," Lilandra whispered. "Alright, try to shoot the torpedos off target, deflecting them away from the bow and the engines. We need to make the jump. We cannot let ourselves get dragged into this now."

"I think I can push them away for you," Jean said, making everyone jump: no one had seen the redheaded mutant come up, which was disturbing in and of itself.

"Thank you," Lilandra said, calmly but with a slight tremor to her voice, "But you have done more than enough for us." With a curt nod, she moved away to supervise the defenses.

"Well, that's gratitude for you," Logan rolled his eyes. "They can just handle it themselves then."

"They can't," Jean murmured, shaking slightly. "They're going to-"

The sound of the alien glass shattering temporarily defended the entire crew as the one torpedo slammed through the frontal observation deck and skidded down the hall of the Central Command Room. When hearing returned to the X-Men it was to a cacophony of screams as more of the window began to crack, sucking out air as it spread.

_Salvation Refused by Omega Lithium Plays Over the Following Scene_

The redheaded host lifted her hand as the power coursed through her and suddenly the very air was being drawn back into the ship and the glass ceased to crack.

"Jean," Logan croaked, trying to fight through the vast drop in oxygen. The creature which wore Jean's face spared only one, black-eyed glance at him before raising her other hand.

As the crew of the B'Hak Tai looked on, a slow rivulet of molten gold slid through the deep black of space like a snake. It surrounded the D'bari fleet, and like a coiling dragon, devoured the ships in a ring of fire.

"The sun," the Professor breathed. "She's drawing it from their very sun."

In the silence of space, those aboard the B'Hak Tai watched as the entire D'bari fleet was eaten up by the fiery lash of the Phoenix's wings.

"They're gone," Logan breathed. "All of them."

"Jean!"

Scott was able to push himself to his feet in time to catch the redhead as she stumbled. She quickly recovered, brushing him away. "I'm fine, Scott."

"No, look!" The crew of the B'Hak Tai turned to watch as the dark sky began to burn a deep crimson.

"It's the sun," Kitty gasped. "The sun is turning in onto itself. It's going to go nova."

The crew was silent as they watched the giant star begin to turn in on itself. Only Lilandra reacted with the speed of a captain.

"K'ilara," she ordered. "Use everything we've got. Take us out of this world now."

"They're screaming," the Shi'ar in question breathed. "Even here, I can hear it . . . everyone on the planet is dying, I can hear the screams-"

Lilandra pushed the young Shi'ar aside and slammed in the necessary co-ordinates herself. With a great sound of groaning systems, the ship left the now dying world.

**COMMERCIAL BREAK**

* * *

><p><span>B'Hak Tai, Central Command Room West, Five Systems From Earth<span>

"You wanna calm down, bub."

"Logan," Xavier warned carefully. "We are trying to de-escalate the situation."

It was a situation that merited deescalation. The four older X-Men were surrounded on all sides by armed Shi'ar guards whose hostility was evident.

"You do not know what you are doing," Lilandra stated.

"Sure we do," Scott countered. "We're preventing you from trying to lynch our friend who just saved your lives _twice_."

"She committed genocide," Lilandra snapped. "She is no longer one of you. Just look at her!" She pointed to Jean's rigid stance, her black eyes. "She's become a S'vanisha - a god-being. And she's chosen to annihilate an entire people!"

"That were attacking her and us!" Scott shot back. "It was self-defense."

"Are you so blinded by your love for her you honestly believe your own stupidity?" Lilandra spat. "She just destroyed an entire race, an entire _world_, and you defend her?"

"Oh, because you and the D'Barnies were gettin' along so well?" Logan growled.

"We didn't destroy their entire homeworld," Lilandra said with dignity. "We are committed to protecting the universe. That was the entire purpose of our mission to you. But now we have a threat far greater than D'Ken."

"You seemed to come out of this selfless mission alright though, Majestrix," Logan sneered.

Lilandra ignored him, turning instead to the Professor.

_Charles_, she spoke to his mind silently. _You saw what she's done. You can't ignore this, she is a threat to us all._

"Pardon the intrusion, but what exactly do you think you can do to me?"

The whole room stilled as the Phoenix spoke, lazily, in a voice relaxed by power. "Because you could rush me and I could toss you all back time and time again, but I think it would get more than a little boring. So I'll just count to three. You can all get it out of your systems-"

Kitty spotted the attack first, as the Shi'ar behind the Phoenix launched what appeared to be some kind of alien crossbow. The creature inside of Jean merely smirked, and casually tossed her hand up, flipping the projectile in midair back into its owner.

Two other Shi'ar rushed forward, shooting at the redheaded mutant, who merely pursed her lips and blew, evaporating the shots into nothingness.

"Well," the Phoenix sighed, stretched, and tsked. "If we can't all behave I suppose I'll just have to be the bigger person and take my leave."

"Jean-"

The Phoenix lifted her arms and there was a visible flaming sheen of red-gold in the air before time and space bent to the will of the creature before them, and suddenly she wasn't there anymore.

"Where did she go? Where did she go?" Logan roared.

"Home, Logan," Charles said, closing his eyes and letting out a long breath. "She's back home, far faster than we could ever manage."

"But how? How did she do that? She's not a teleporter?" Bobby asked, the first of the stunned young X-Men to speak.

"I suspect there are few laws which J- the Phoenix's new powers do not allow her to bend and break," Xavier said flatly.

"So then you see why we have to stop her," Lilandra spoke up.

"Over my hairy dead body," Logan snarled.

"Yes, it will be a dead body very soon if you do not act with us!" Lilandra snapped. "Didn't you see her? Ten seconds after destroying an entire solar system full of millions of beings, and she barely batted an eyelash. Does that sound like the woman you know?"

"We can help her-" Scott began.

"No," Lilandra cut off. "She's as good as dead to you and the only question is how to make that a permanent affair."

"Listen lady, if you think we're gonna bow to you just because you're Majesty now, you can kiss my-"

"Logan!" The Professor's voice cut through the mind of every being present. "Lilandra," he addressed the new Shi'ar empress, "has it ever occurred to you that we may have planned for this moment?"

"For the time when one of your people commits genocide?" Lilandra raised a brow.

"Sadly not," Xavier said, keeping his voice steady. "But we have known that the being called Phoenix has long been a possible threat both to the host body of Jean and to others. To that end myself and one of my colleagues have developed a device which, if we can induce her to wear it, will help her regain her moral and psychological control of the creature within."

"There are a good deal of 'ifs' in that plan, my friend," Lilandra said, more gently now.

"As I see it," Xavier said carefully, but firmly, "considering what we know Phoenix can do when violently threatened it is the best chance for all of us."

"Very well then," Lilandra nodded after a moment of silence. "W'e Tijin, take us back to Earth."

Front Lawn, Xavier Institute, Back On Earth

"They're coming."

"How can you tell? Pardon my saying, Ororo, but you aren't as far as I know a telepath-"

"It's in the air, Hank," Ororo stated. "A change in the air, coming right-"

Even Hank could see the ripples and feel the pop as nine mutants appeared where before there were none.

"Professor," Hank rushed to Xavier's side, supporting the older man. "Are you alright? Jean-"

"Yes, Jean," Charles cut off. "Hank, quickly. We have reached the point. Now is the time."

_Oh Charles_. The sly voice of the Phoenix tittered in the head of every mutant present, save the unconscious Remy. _You really are so precious. You can't keep secrets from me any more, _Professor._ This time it is me who has the key to every mind on the planet. Oh, you must have thought yourself a god to us mortals, Charles. Well, look at that: now I'm the goddess, and I'm taking back what's mine._

**COMMERCIAL BREAK**

* * *

><p><span>First Floor Corridor, Xavier Institute<span>

_I Like It by Lacuna Coil Plays Over the Following Scenes_

"Jean?"

Bobby and Kitty walked in lockstep behind Hank as the blue mutant called in his calm, clear voice to the phantom haunting the halls.

"Jean, I know you are still in there," Hank continued. "I know you can hear me. I want you to focus on my voice. Focus on me, on all of us. This is your body and your mind, Jean. You have the right to control it."

Beautiful, violent laughter rang down the corridor and through the minds of every member of the Xavier Institute.

_Oh, now I know you are just the preliminary attack, but I did expect a bit more._

"Hank!" Kitty leapt forward but was shoved back by the powerful telekinetic wave that launched her teacher into a nearby wall. Flipping onto all fours he tried to rise, but his inhuman strength was for naught as he raged against the invisible wall.

Bobby gathered all the condensation in the air together to build a fort of ice around himself and Kitty. For a moment it shimmered, and held. Then it shattered, and Kitty grabbed hold of her friend, phasing them none too soon, as the ice collapsed all around, cutting into the walls and floor.

First Floor Hallway, Xavier Institute

"Jubilee, now!"

A wave of telekinetic energy swept the tiny pink-streaked mutant off her feet. She gasped, and waited. There was a ripple in the air as the fire-haired cause of all this destruction glided towards her.

The Phoenix frowned, as Jubilee merely sat, panting, and then rolled her eyes.

_Oh, no,_ she groaned.

"Now!"

Sid led the charge, firing the first of the Shi'ar guns with G'mar close behind.

"No, no, no." Phoenix shook her head, moaning, and flicked her elegant fingers. The shots reversed, plunging deep into the chest of the Shi'ar. Sid had already reloaded, but Phoenix chuckled and the gun dissolved into a million tiny fragments in his hands.

The deadly being shook her head. "So disappointing." Lifting her hands, her hair weaving around her in the windless school like so many snakes, she lifted herself up, opening a hole in the ceiling above her, and ascended.

Coughing, Jubilee closed her eyes. _Professor. She's moved up to the second level_.

Second Floor Hallway, Xavier Institute

"Are we really going to do this?"

Ororo did not reply, and the creature in her friend's body laughed. "You know this is like playing to me. But then, you did always want to play with me, didn't you?"

"It's all your choice now, Jean."

The creature barked a laugh. "Jean, Jean, Jean. Everyone is so obsessed with Jean. I'll never understand it. Jean was weak. Jean was scared."

"Let's just get this over with," Ororo said darkly. "Because you might be the most powerful thing we've seen on this earth in a long time, but your monologuing is getting old."

The creature laughed, before turning the full force of her black eyes on the weather witch and shoving a burst of telekinetic energy towards her with a hiss.

Ororo raised her arms and wind shattered the windows behind her, the pieces rushing so hard they met the psychic enegry wave and blasted it back. The shards shot towards the being in Jean's body like a million deadly knives.

The Phoenix tossed her head and the shards disintegrated.

"So this is the face of life and death they worshipped in the wildlands of Africa," the black eyed creature noted of the white-eyed being across from her.

"Not even close," Ororo spat and pointed. A bolt of lightning cracked down through the open window, tangling around her arm and stabbing towards the redhead.

The creature in Jean merely cackled and waved her hands. The electricity dissolved into heat and curled around the human firebird like a loving pet.

"Oh, you shouldn't have given me that," the Phoenix smirked. "It's all coming down now."

Ororo frowned and then her eyes widened. The foundations of the school were shaking. She looked down and then back up.

"Jean, no! You'll kill everyone!"

The Phoenix merely smirked, and Ororo screamed as above her the walls began to collapse, one pillar blocking her exit, another nearly crushing her, forcing her down into a crouching position.

"Jean, stop!"

"So dramatic," the Phoenix tsked. "You really should look into therapy, sweetie."

Once more the creature raised her arms and lifted herself through an expanding hole in the roof, leaving the weather witch to cower on the ground fighting off her own, invisible demons.

Third Level Hallway, Xavier Institute

"Come out, come out, wherever you are?"

Phoenix laughed again. "Come on, Logan. You know I can hear you."

"And what do you hear?"

The redheaded goddess grinned as she turned to stare down at the man who loved this woman, this Jean.

"I can feel how afraid you are," she gloated. "Worried little Jean really is gone. You're in denial about it all. I can hear you begging something inside me to fight back; as if she would want to, as if I am not the true Jean Grey. I can hear you pleading and begging."

"Is that all?" Logan asked.

"You love me," the firebird purred. "And you hate it, because you know this side of me could give you everything you want. But it wouldn't be 'real,' or at least that is what you tell yourself. Silly Logan."

"And that's all you hear?" Logan narrowed his eyes, and then shook his head, with a tiny surprising smile at the edge of his mouth. "Guess you're not quite so sharp as ya think ya are, Jeanie."

The Phoenix felt surprise, surprise at the small cold hands gripping her arm, her bare skin. She felt surprise at the tug, the pull of her power as it slipped down into the veins of the mutant clinging determinedly to her.

She shrieked, trying to push Rogue off, but the Southern mutant held stubbornly, sweating and in pain, as she tried to drain the force of life out of the fiery goddess.

"No!"

The Phoenix keened and shoved Rogue away with all her might. Logan made a heroic leap, catching the brunette before she hit the ground.

"Was that it?" Phoenix spat. "Was that it?"

_Jean._

"No!" The Phoenix whirled, glaring around. "You come out and show yourself, Charles Xavier! Stop prying into people's minds! You play the great humanitarian but really you're a petty little despot, ruling people's very souls from inside their heads."

_Now, if that is what I am, Jean, then what does that make you?_

"I am not Jean!" Phoenix roared. "I am the Phoenix! I am fire, and beauty, and destruction, and desire and death."

_Jean. . ._

The being of destruction and fire screamed, clawing at her head. "You stay out! Stay out of my mind! It's mine now! I'm free! Let me have my freedom."

_This isn't freedom, or there wouldn't be that part of you locked away and subsumed by you, Phoenix. Jean is still in there, and you are crushing her to death_.

"Well it's my turn," Phoenix snarled. "You both cut me down and walled me in. It's your fault now for what I am."

_Then that makes me responsible for whatever you do and have done. And you have done terrible things, Jean. Horrible things._

"Stop it! You can't encourage her! She isn't coming back! She's dead!"

_Now we both know that isn't true._

"I'll make it true!"

_Jean._

"Stop it!"

"Jean."

"Stop it! Stop it! Stop-"

The Phoenix whirled around, ready to cut her former jailor to shreds, only to stare into into the face of a very different man.

"Scott?"

"Jean," Scott spoke softly, coming closer. "I'm sorry."

"Sorry? No! No-"

Jean's body seized as he slipped the silver colander around her head. She gasped and writhed as her two personas clashed. The school rocked, the students screamed, and the very fabric around them all shivered. Then the Phoenix gave and Scott caught his fiance into his arms.

Professor's Study, Xavier Institute

"How is she?"

The Professor sighed. "Scott, the answer sadly hasn't changed within the last four minutes."

"I want to go and see her," Logan said.

"She doesn't want to see anyone," Xavier explained gently. "Both of you need to give her time. She has a lot to process."

"If we leave her alone she's going to think we blame her," Scott put in.

Xavier raised a single brow. "Don't you? I think Jean is smart enough to know that there will be quite a few friendships to be reformed and trust to be regained no matter how we view the creature inside her."

"So it is still inside her?" Logan asked. The Professor nodded gravely.

"Yes, the Phoenix is a part of Jean. The task now will be to integrate it so that she is not suffering from a violent split personality."

"But she can do it?"

Scott and Logan asked the question together, and for the first time since the aliens had come to the school Charles smiled.

"Yes, yes I believe she will. Now-"

Xavier froze.

"Professor?" Scott hurried over to him. "Professor, what is it?"

Xavier turned to the window, where the breeze carried the shouted words up to them.

"In the name of Shi'ar galactic code FPC and the United Federation of C-Star Planets, we have come to demand the surrender of one Jean Grey, also known as the Phoenix, for the crime of genocide and as a threat to universal safety, to be handed over and terminated."

**ENDING CREDITS**

**Promo For Next Episode:**_A battle for the safety of the universe and the soul of one woman. All the X-Men will be tested. Not all will survive. Witness the season finale experience you won't want to miss._


	13. Chapter 13

_You've waited. You've wanted. You've been insanely patient and I LOVE YOU ALL! And here, at last, it is: the season finale! _

**Season One, Episode Thirteen: The Dark Phoenix Saga, Part Two**

Front Lawn, Xavier Institute

"Under Section 72F of galactic code-"

"Why don't you check under my fists, bub, see the sections of these nice shiny claws."

"Logan." The Professor raised his hand. The X-Men had formed battle lines, squared off against the collection of aliens before them. "Lilandra," Xavier addressed the leader, "I can assure you that Jean's problems are now completely under control. The Phoenix has been subdued and Jean is now fully in possession of her mind-"

"No Charles," Lilandra cut it. "Your assurances aren't enough. She was in control of her faculties before the Phoenix emerged. What is to say it will not rise again?"

"We are to say," Scott snapped. "We're the ones who know her. We're the ones who've been handling this problem - not you."

"Have you handled the problem of her intergalactic genocide?" Lilandra questioned. "You don't even have a comparable word in your language for the crime she has committed. She destroyed an entire planet."

"A planet you were fighting to retake," Bobby spoke up. "How many people died in that war? Have you answered for your crimes?"

"Are you seriously comparing a war to a genocide?" one of the Shi'ar countered, oozing disgust.

"The lines are so easily crossed it's ridiculous. It's not the black and white picture you're trying to paint it as," Kitty supported Bobby. Jean stood still and silent.

"The entire planet was engulfed when the Phoenix destroyed their sun," Lilandra raised her voice. "Every creature on it died, not just the race we were fighting. This woman represents a threat to intergalactic security as well as being a criminal who has yet to be tried for her crimes."

"You didn't come here to try her for anything," Scott blazed. "You want us to hand her over for execution!"

"And you yourself, Lilandra, are making a distinction between Jean and the Phoenix," Xavier pointed out. "When the Phoenix was in control, Jean was subsumed. Are you going to kill one woman for the crimes of another?"

"It is still a part of her," the male standing beside Lilandra stated. "And whatever the extenuating circumstances this being has proven a threat to every planet in this universe. We can't risk all of the lives of every creature in all the galaxies for your scruples."

"Tough," Logan growled. "You ain't takin' her."

"If we have to fight you all," Lilandra said slowly. "So be it."

Lilandra raised her hand, and the Shi'ar group pulsed with readiness as the X-Men each chose a mark as per their battle training.

"I make the challenge!"

The Shi'ar stopped instantly, though the representatives of the Skrull and Kree still bristled, focused on the X-Men.

"I make the challenge," the Professor repeated. "I challenge you, Majestrix Lilandra Neramani to Arin'n Haelar to the duel of honor. You know it cannot be refused."

"Nor can the challenger back out," Lilandra said shortly.

"The challenger has no intention of doing so," Xavier responded calmly.

"Do you intend to battle me? You are no match for me physically," Lilandra pointed out cooly. "And your psychic powers give you an advantage not amenable to honorable combat."

"I suggest then that we both name our champions," Xavier said genially.

Lilandra's jaw tightened. "I name my Imperial Guard my champions."

Xavier nodded. "I name my X-Men my champions: whichever of them are willing to fight."

"I will," Scott said instantly.

"I will fight," Ororo stated, stepping forward.

"I don't know what the hell this is," Logan grumbled as he joined them. "I'm trustin' you here, Chuck."

"I'm going," Bobby said, stepping forward, Kitty and Piotr joining them.

"No, no," Logan shook his head. "You-"

"And me," Rogue stepped in, face set.

"Oh, now you kids-" Logan began.

"Accepted," Lilandra said and Logan growled at the younger X-Men. "You all stay back," he said, pointing at Sid and Jubilee and Jean-Paul when they made to move forward.

"As I am the person in question," Jean spoke up. "I think it only fair I join my fellows in fighting for my life."

There was a rumble of chatter amongst the aliens, and Lilandra spoke with her allies for a few moment. "Indeed," she said finally. "It seems only fair."

"The duel cannot take place here," said the male leading the coalition to the right of Lilandra, the green, pointed-ear humanoid Skrulls. "It must exist on neutral ground. Luckily for us, we have a place nearby."

"Oh, convenient," Scott said flatly.

"The Blue Area of the Moon should do nicely," the Skrull leader said, a half smile on his crooked, green face.

"The Moon?" Logan barked. "Oh Jesus," he groaned as the familiar feeling of teleportation began to overtake them all. "Not this again."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring Morena Baccharin as Lilandra

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>Luther Crater, Blue Area of the Moon<span>

"We're on the moon."

"Yeah, bub, I got that."

"How can we breath on the moon?" Bobby asked. "There isn't air on the moon."

"Ya know, I think you may be right, mon ami."

The other X-Men turned to look at Rogue, who cringed, her eyes still shining with Remy's borrowed black and red.

"This is the Blue Area of your moon," the Skrull leader explained. "You are now standing in the Luther Crater, on the edges of the Blue City. The Cotai and Kree built this area together, the Kree building the Blue City, the Cotai fitting together a complex ecosystem: the one which currently allows you all to breath."

"How have we not known about this?" Ororo demanded.

The Skrull gave a look of supreme disdain. "You were barely able to explore but a portion of your own moon and then could not even penetrate the simple perception filter and discover what was right under your eyes."

"Noses," Kitty corrected. "The phrase is under your noses."

The Skrull made another disdainful expression. "Indeed."

"It looks deserted," Scott noted.

"It is," the Skrull informed. "When we judged the Cotai's achievements greater than that of the Kree, the Kree murdered the Cotai and Skrull and left. It has been abandoned since, making it the perfect place for the duel."

"What is this duel, Chuck?" Logan grumbled, turning to Xavier.

"Arin'n Haeler," the Professor elucidated, "is the Shi'ar duel of honor which can be extended to any member of the warrior or ruling classes, and which cannot be refused. Obviously, we are dueling for the right of who decides the fate of the Phoenix."

"Jean," Scott said, putting his arm over the shoulder of the silent redhead who was glancing at the abandoned equipment of the Kree city.

"Then if you understand our ways so well," Lilandra cut in harshly, "I see no need to drag this on. My champions stand ready, Xavier of Earth. What of yours?"

"We fight those guys?" Logan pointed with claws extended at the black and blue glad Shi'ar Guard. "Any rules?"

"Subdue your opponent," Lilandra explained. "Loss of consciousness, surrender . . . yes, even death: all count as victory for the one left standing. All must be defeated on one side for victory to be complete."

"Simple enough," Bobby spoke out. "Any catches?"

"Only those within the battle may be attacked," Lilandra continued. "Those outside are to be left so. Any movement to destroy anyone other than the proscribed members results in an immediate loss."

"Well then, ain't no use talkin, n'est-pas?" Rogue growled, in her eerie borrowed Cajun accent. "Allons-y, eh?"

"Sooner we get this over the better," Scott agreed and Lilandra and Xavier nodded in unison. With the Skrull and Kree leaders in tow, they moved into a ring of what appeared to be blue lightning, cut off from the rest of the atmosphere but still visible and able to watch.

The X-Men turned to the Imperial Guard. Ten tall aliens dressed in blue, some Shi'ar, some not, all formed ranks twenty feet away. A tall violet skinned-alien stepped forward.

"I am Kallark," he called with a voice like ground-up iron, "Praetor of the Shi'ar Imperial Guard. I fight for the Empire, and I warn you that I will not let pity stop me from defeating you by any means necessary. Not even compassion for your little ones will stay my hand."

"Good," Bobby shot back. "'Cause we're not to worried about hurting you!"

Kallark dodged as a spear of ice went soaring for his head, before dropping a few feet short.

"Damn it!" Bobby gripped his throwing arm.

"It's a different atmosphere," Kitty breathed. "We-"

Kitty flung herself at Bobby and phased just in time to avoid being taken down by a shot from one of the Guard's guns.

"Guess smack talk time is over," Logan growled, and let loose a fierce cry as he hurtled towards Kallark. Four Guards aimed their weapons at him. Scott took out one with an optic blast as Logan dodged the second while Jean telekinetically flung the other two aside.

"Ah!" The redhead dropped to her knees and clutched her head as she felt the Phoenix beat its wings inside her mind.

* * *

><p>Logan grinned as he faced off against Kallark. "You and me, Lavender."<p>

"Indeed," Kallark said, before dodging with impossible speed one of Logan's claws. "I suppose this is your world's version of challenges and mockery."

"Ain't anythin' so special, bub," Logan snarled, whipping another strike at the Praetor's head. "You just remind me of flowers and blueberries."

Kallark caught Logan's fist. "Curious. You remind me of a rabid dog, lacking discipline and training." With a causal thrust he launched Logan into the air. The Wolverine crashed heavily onto the cold, moon rock.

* * *

><p>Piotr was engaged in a battle with three Guards who were finding it difficult to get past his armor. Bobby found himself fighting the nature of the ecosystem to create ice and Kitty was spending almost as much time helping him dodge laser shots from the Guard as fighting herself. When Bobby's shield of ice collapsed under the barrage from three Guards, the laser hit Kitty, who went down like a rock.<p>

"Katya!" Piotr heaved a punch at one of the Guards, knocking her out, and thundered towards his fallen friend. Bobby was weakening as blow after blow from the Guards got through his defenses. Piotr arrived a second too late to prevent the ice mutant from falling under a stray laser. Piotr covered his friend's bodies with his, wincing under the focused firepower now aimed at him.

There was a flash of brown-and-white hair and suddenly one of the Guards shooting at Piotr was flying across the plain and landing heavily in a crater. Rogue whipped her leg around in a gymnastically enthused kick, landing on one of the female Guards' jaw before whipping out an upper cut that dropped the Shi'ar and shrugging off a laser blow as if it was a fly.

"Never seen you fight like that before," Piotr grunted, wincing.

"Nor me, mon ami," Rogue slurred, before grabbing her head and groaning. A Guard took the opportunity to fire another shot at the slim mutant and Rogue seethed, flinging one of her hairpins at the soldier. It glowed a brilliant red before exploding into the Guard's chest.

"It's like having Remy and you here at once. It is wonderful!" Piotr praised, trying to lift Kitty up in his arms.

"Non, ce n'est pas ma faute," Rogue groaned, her whole body beginning to glow red-purple. "Please . . . I did not mean . . . don't, veuillez arreter . . . you lied to me . . . vouz avez menti a moi . . . no, non, NO!"

With a scream not her own, the energy burst out of Rogue's body with a blinding, concussive blast. When the haze cleared, Rogue, the four Guards, Bobby, Kitty, and Piotr were all unconscious.

"No!" Ororo groaned, looking at the fallen bodies of all of the young students. A Guard fired at her and she attempted to summon wind to knock him back. But like Bobby, the atmosphere did not recognize her command and with a gasp she collapsed as the laser hit its mark.

* * *

><p>Logan was gasping with rage, pain, and indignation as Kallark gripped both of the Wolverine's wrists and bent the claws back in on themselves, towards his chest.<p>

"You can still surrender now," Kallark offered. "I have no need to take your life."

"Ram it up your purple ass, bub," Logan spat. Kallark shrugged, and with a slight increase of force, rammed both of Logan's claws into the mutant's own chest.

"Logan! Damn!" Scott swore. "Jean, please, we have to end this before we all end up dead!"

"I know," Jean swallowed. "But Scott-"

"I know you want to hold it in," Scott grabbed her shoulders. "But-"

The optically powered mutant gasped and shuddered as the laser hit him, his back seizing up as he crumbled into Jean's arms.

"Scott? Scott!" Jean screamed. "No, no, no, NO!"

_No._

Kallark grabbed a weapon from his fallen comrade and aimed and fired at the screaming redhead. The laser beam was within an inch of her head when it froze in place.

Slowly the mutant rose and turned to reveal the full power of her black eyes to the remaining Guard.

"No," the Phoenix said, and with a wave of her hand the laser beam expanded to a wave and flew at the Praetor and his remaining fellows, demolishing them in a wave of brutal light.

**COMMERCIAL BREAK**

* * *

><p><span>Luther Crater, Blue Area Of The Moon<span>

_"Hurricane" by 30 Seconds to Mars Plays Over The Following Scenes_

The Phoenix surveyed the strange plain she found herself on. Above her was the endless vastness of space . . . a universe in which to spread her wings.

_Jean._

_No._ The Phoenix grimaced, shaking her head, trying to drive the voice out.

_Jean, please listen to me. You have to regain control of yourself. If you don't-_

"No!" The Phoenix spoke, and her voice was like an unearthly bird-call. "No, this body is mine now. I am free and I am never going back."

"No, Jean please- damn!" Xavier swore, an occurrence as rare as the entire situation. "Lilandra, please, listen to me-"

"I'm sorry Charles," Lilandra said, her voice trembling. "But she's already committed one destruction of a planet and all its life. She could do it again and again-"

"And your solution is-"

"Plan Omega," Lilandra nodded. "This solar system can be sacrificed so the rest may live. The needs of the many outweigh the needs of the few."

"And who are you to decide to destroy an entire solar system of life?" the Professor thundered. "How does that make you any different from Jean?"

"For the universe's sake, look at her!" Lilandra forced Xavier to turn and face the preening Phoenix. "Does she even look human anymore? I am willing to die right here with you all-"

"Yes, and break your sworn oath," Xavier rounded on her.

"If that is what it takes to keep an entire universe safe, then yes." Lilandra drew herself up.

"Then do what you must do," Xavier answered shakily.

"Charles," Lilandra began, but the Professor turned away. Lilandra nodded again, before running over to the stunned Skrull and Kree delegations.

_Logan,_ Xavier thrust his mind out into that of the rapidly healing mutant as hard as he could manage. _Logan, listen to me. You must reach Jean, now, before . . . well, before the end of our world._

"Uh," Logan groaned, as he removed both claws from his now mending chest. "Not too much pressure on a guy, huh, Chuck?"

_Logan_, Xavier spoke again. _Look._

Logan raised his head and felt his mouth go dry. The burning goddess who glided effortlessly on the air with eyes as black as night seemed a world away from the Jean he knew and loved.

"Jean," Logan croaked. The being ignored him.

"Phoenix! Fly-Bird!"

Phoenix rounded on him. "Oh, you." She smiled, the heartless smile of a queen who knew no human need for mercy. "Still alive then?"

"So are you," Logan forced himself to stand.

"Of course." The Phoenix raised a disdainful, elegant brow. "I am beyond death now."

"Jean," Logan attempted. "I know you are in there-"

The Phoenix's gaze narrowed and Logan was thrust heavily to the ground.

"When you speak to me, you address me by my name," Phoenix demanded. "Not hers."

"Then she is still in there?" Logan continued. "She can hear me."

"She is nothing but a frightened girl crying inside this mind, overwhelmed by the lessor side of human fears and emotions," Phoenix said scornfully. "Why you pine after her is beyond me."

"I bet a lot is beyond you," Logan snarled, and Phoenix whipped him to the ground again.

"She doesn't cry for you," Phoenix taunted. "It was her lover there being struck down that sent her fleeing." She gestured to Scott's still form.

"I know," Logan forced out. "But it doesn't matter."

"Doesn't it?" Phoenix frowned. "You are jealous of him. You do not like him. Shouldn't this give you anger? Or joy, that your rival is no more?"

"Jean is so hurt she is letting you take over," Logan answered back. "How could I be happy about that?"

The Phoenix tilted its head to the side in an intensely bird-like gesture. For a moment Logan thought he saw the black in her eyes dim.

"You love her," The Phoenix stated, as if examining a strange twelve legged creature.

"Yes," Logan answered bluntly.

"You would die for her," Phoenix continued.

Logan swallowed. "Yes."

The Phoenix laughed, a laugh like knives and glass shards. "Then embrace me," she said, and the air rippled around her like five, forming wings as she spread her arms. "Embrace me and burn."

"Jean?" The groan was slight, and his voice quite, but Scott's soft whimper froze the Phoenix in her path. "Scott?" she said, as if in a voice from far away. "No!" Phoenix thundered, shaking her head."

"Yes, YES!" Logan launched to his feet and moved forward to grab the Phoenix by her shoulders. The fiery air around him stripped away his very skin even as it repaired itself, so that he looked like a constantly molting snake.

"Jean, look at him, look at him!" Logan demanded. "It's Scott, do you see? Scott's alive."

"No," the Phoenix said, harsh, burning. Then, "No," came a softer voice, unwilling, scared.

"Yes, yes, Jean, listen!" Logan demanded.

_Listen._

"No," Phoenix whimpered, trying to fight off all the voices now, from without and within. "No . . . I won't let her . . ."

"Jean? Jean!"

Scott dragged himself to his feet and stumbled towards her. The Phoenix's eyes flared with inner fire and Logan screamed in agony as the heat and pressure around them nearly stripped him to the bone.

Then the blackness went out and Logan dropped to the ground, panting, as Jean stared at Scott with wild eyes.

"Scott," she breathed.

"Yeah, it's me," Scott said, moving slowly towards her. "Jean, it's okay, we won. It's okay."

Jean moaned and laughed. "No," she said. "No, we haven't. She's still here. Still fighting me- ah!"

Jean clutched her head and Scott rushed to hold her up by her shoulders. "No, no. I got you. It's okay. You're safe."

"But you aren't," Jean said, her voice low and shaking. She looked to where Logan lay gasping but alive, to where Ororo and Rogue and Piotr and Kitty and Bobby were slowly moving, standing up, showing signs of life. "None of you are. None of you will be."

"Jean," Scott tried to hold onto her but she pulled away.

"I'm sorry," she said, running backwards. Scott tried to hobble after her, still in pain.

"No, stay back!" Jean screamed, and Scott froze. "Please, don't let this...don't let this ruin you," Jean said, raising her right hand slightly.

"Jean," Scott said, louder, trying to move towards her. She raised a hand and held him back telekinetically.

"I love you," Jean said, her right hand moving slowly. "I will always love you. I know you know that, but I think sometimes you need to hear it. And I want you to know it and keep it with you . . . even when . . ." Jean trembled, but closed her eyes and let out a deep breath. "Even when I'm gone."

"Jean, what are you talking about-" Scott finally looked in the direction of her right hand. A medium sized barrel was floating towards her, attached to a series of wires and-

"No, no, no!" Scott screamed. "Don't, don't you dare-"

"I love you." Jean was crying now, shaking through her whole body. "I love you so much, so much . . ."

"No, no!" Scott tried to run against the tide of her power, but even struggling to maintain control she was too strong.

"I love you," she forced out again, as the Kree bomb moved towards her. "Goodbye."

"NO! NO-"

The weapon flew at Jean as she stretched her arms out and flung her head back. It collided with a colossal bang, and the resulting explosion threw Scott and Logan back over fifty feet. Hitting the ground with a large thud Scott looked up only just in time to witness the explosion cascade away from the point of origin towards the Blue City. He screamed at the empty space where Jean had been, he screamed as the teleport activated, he screamed as the X-Men and the delegation materialized back on Earth.

Front Lawn, Xavier Institute

"Scott." Xavier was beside him now, a firm, gentle hand on his shoulder. "Scott-"

"Take us back," Scott said, his voice a dark, low croak.

"The threat has been neutralized," Lilandra said in an unsteady voice. "We hope that now there can be peace between our systems-"

"Peace?" Logan lunged forward and was stopped only by Hank who stood with the rest of the school on the grounds, staring stunned at the aliens and their bruised and battered fellow mutants.

"If you hadn't come back here she would still be alive," Logan snarled. "You killed her!"

Lilandra gave a low bow. "We acknowledge the sacrifice of Jean Grey in the destruction of the entity known as the Phoenix. She will be honored by our people, and we will owe you and her a great debt for many years to come."

"Get out," Scott spat. "Take your debt and your army and your empire and get out, get out, get out!"

Lilandra and her contingent bowed again and at her signal the teleport was activated and they faded from Earth.

"They killed her," Scott repeated. "They killed her!"

"Scott," Xavier began, but the grief-stricken mutant would not be calmed.

"They killed her! They all killed her! She saved them, she saved all of us, time and time again and when it was down, they killed her, killed her . . . we killed her, we killed her . . ."

Bobby and Kitty clutched each other while Piotr supported Rogue. Ororo let herself fall to her knees as she wept silent tears. Logan struggled against Hank's hold, growing slowly weaker, his body shaking as sobs claimed him. Xavier put his head in his hands and the surrounding student body was silent save for the sound of tears.

"She's dead," Scott moaned again and again and again. "She's dead, she's dead."

**COMMERCIAL BREAK**

* * *

><p><span>Front Grounds, Xavier Institute, Four Months Later<span>

_Hero By Heather Dale Plays Over The Following Scene_

"Yes, thank you, if you could all try to find your seats, please."

The Professor's voice was soft and weary as the school community gathered on the grounds in the seats spread out before the podium. Behind Xavier's quiet face lay the shining black headstone embossed with the inscription 'Jean Grey: 1974-2004.'

"I don't know how well I'm gonna be able to handle this," Kitty breathed as she settled between Bobby and Piotr.

"If you need to . . . you know, cry," Bobby said bravely, "You won't be the only one."

"Well, we don't need to hide it here," Kitty said pointedly, watching as Bobby paled slightly and turned away. "We all miss her."

"Yeah, well . . . some have more right to it than others," Bobby muttered.

"Bobby," Kitty said, forcing herself not to groan at still having to try and convince him of it yet again, "You didn't do anything to make this happen-"

"Can we just not, please, not now?" Bobby pleaded, and Kitty bit her lip.

"It doesn't feel right," Piotr said softly. "The school: it does not feel right without Dr. Grey."

"I know," Kitty's eyes watered. "I dream she's still here, and it just makes waking up so much harder."

"Yes, dreams," Piotr looked askance. "Sometimes I see Dr. Grey in dreams. Then sometimes I see Illyana and-" Piotr swiftly shut his strong Russian jaw and stared straight ahead.

"Hey Kitty, girl."

Kitty stood up at the soft, Southern voice and gave Rogue a fierce hug. "I don't want to do this," Kitty whimpered.

"Me either, sugar," Rogue whispered, hugging her extra hard before letting go. "It all don't feel real."

"'Be all righ' petite," said the scruffy yet still ravishingly handsome red-eyed mutant who sat down beside Rogue. "Dead don' hafta mean gone. 'Sure Jean can hear you still, ce sera bien."

Kitty just nodded, and when Bobby put his arm around her she buried her head in his neck.

"Never heard you speak like that before, Rem," Rogue ventured cautiously. "But I guess . . . you probably saw more death than some of us."

"Why would you say that, chere?" Remy kept his voice relaxed, but Rogue could feel him tensing.

"Jus' . . . how you seemed to have worked out a way to deal with it, is all," Rogue said lightly. "From what you told Kitty."

Remy just nodded, and Rogue raised a shocked eyebrow. Remy always had an answer for everything. But ever since he had come out of the coma, he had been as cautious as a cat around her. At first Rogue had assumed it was the natural terror of what her powers could do to him now that he had felt it, but he was every bit as physical and teasing with her as he had been before. But whenever the conversation seemed to veer into discussing his past, the preternaturally come-back powered mutant clammed up.

"Remy, could you-" Rogue began, and Remy turned to her. "What, chere?"

Now wasn't the time. "Could you kinda . . . put your arm around me?"

Remy flashed his winning grin. "Oui, c'est mon plaisir." Rogue carefully made sure her hood was up as she leaned into the Cajun mutant's arms.

"Well," said Xavier to the waiting populace. "There is no easy way to begin an occasion such as this one. For all of us this has been a time of grieving, of reflection, of attempting to reconcile ourselves to the situation. But now that we have had some time to process, I want us to remember Jean Grey with joy in our hearts, for all that she has done with her life and what she chose to do with her death.

Jean was many things: a student, and a teacher. A doctor who, like all of us, needed at times to be the patient. She was loving and loved by all. She was a friend and family to so many of us. Jean was never the type to push herself forward, yet she had strength within her that others drew upon every day. I don't need to tell you all that Jean was loving, and caring, and responsible, and always there for a student or friend, young or old. In her time here she has shown this to be so to each and every one of us. And I know we will all, each and every one of us, miss her.

Jean knew what it meant to be human. In the last days of her life, she had the opportunity to be more powerful than anyone else on this Earth. And yet, Jean resisted this power, despite its natural allure. For Jean, power was never an end unto itself. Jean was always committed instead to living a life dedicated to those around her. For her, there was more glory in sitting at home amongst friends than in a lonely seat of great power. And so, when it came down to a choice between her life and the lives of so many others, Jean made the choice that she has always made, every day of her life for as long as I have known her. In the last days of her life, Jean Grey could have lived as a god, but it was more important that she die a human."

Xavier's voice shook, and his hands gripped the podium. "So let us-" He swallowed. "Let us remember Dr. Jean Grey every time we make a choice that benefits everyone but ourselves. Whenever we take the hard road that we know will be cleared later for the ones we love, whenever we stand up at our own risk for others: let us remember our friend, and . . ." Xavier's voice cracked as the tears forced themselves down his face, "and let us remember her strength, as we look for ours to be able to say goodbye."

Silently, each member of the Xavier Institute for Gifted Youngsters walked past or up to Jean Grey's grave to say goodbye. Kitty was trying hard to keep her loud cries muffled as she let a violet fall on her teacher's headstone. Bobby let silent tears fall as he and Piotr supported her. Rogue placed a rose on the freshly dug earth with trembling gloved hands that in a moment of sudden need reached out to hold onto Remy's.

Hank hung back, heavy, shaking sobs racking his blue body. Ororo stood by his side, singing a low, aching Kenyan song of loss and farewell. The grey sky clouded and the rain began to fall, wetting the weather witch's pained, dry face.

Xavier waited until all had left save Scott and Logan, gesturing some lingering students along.

"I had suspected you two would want to say goodbye alone," Xavier said gently. "Take all the time you may need. The rest of us will be able to handle the students."

"Thanks Chuck," Logan said softly. Scott was silent as the old man wheeled away.

"She's really gone then," Logan said, after a long, long silence.

"She kept saying sorry," Scott said, his voice as rigid and controlled as the rest of his body. "Sorry, sorry . . . because she knew." He turned to look over at his some-time rival, some-time friend. "She knew, Logan. As soon as we reached the moon, I think. She knew she was going to do it. Even after we won. I just . . . we had won."

"We had, maybe," Logan offered after another silence. "But it was her battle, Scott. Her mind, her body . . . we couldn't fight it for her. Much as I know we both wanted to, she was always going to make her own decision. There was nothing we could have done."

Scott looked away.

"Hey." Logan put his large hands on the other man's shoulders. "Look at me. Hey." The other mutant looked up from beneath his dark shades. "There was nothing you could have done," Logan said firmly. "And it doesn't mean you didn't love her enough. We all loved her, and she knew it. That's why she made the choice she did."

Scott's jaw tightened, and then relaxed. "I know," he breathed.

Logan nodded again, as if to himself, and then, with rough, shaking hands, let his own rose fall onto the pile atop the grave. "'Bye Jeanie," he whispered, before turning away and walking heavily back towards the school.

Scott ran his fingers over his own rose. "It's gonna take some time," he said aloud, to the tombstone. "I can't just . . . make it all easy and accept it Jean. I'm still angry you made this decision, and I'm still gonna wonder . . . I . . . I love you . . . but . . . I'm not ready to say . . ."

Scott tightened his jaw and let his rose fall as he turned resolutely away to stalk back to the school. The rose drifted down slowly, hovering for a few moments in the air, before being swiftly pulled to the ground.

**ENDING CREDITS**

**Promo For Next Season:** _Secrets are revealed and created. Battles are fought, won, and lost. Something sinister is on the horizon . . . but what else is new for our fine X-Men? Season Two is on the way._


	14. Chapter 14

_Tonight: Mutant High: Revolutions returns to NBC! After it's enormously successful first season helped the network garner an ardent new youth fanbase, the show's second season premiers tonight. This season's spoilers have fans abuzz with promises of episodes delving into the popular Gambit's background, an episode based around Storm's blurry past, and an arc which incorporates one of the most popular and most historically powerful of the X-Men cannon._

_And without further ado...the season two premier!_

**Season Two, Episode One: Greeting Card**

Unknown Alien World, Sim.

_"Last" By Nine Inch Nails Plays Over This Scene_

"Foolish human. You should have stayed within your own galaxy and minded your own affairs." The Shi'ar charged up the weapon he held to Bobby's throat. "But now you will die."

Bobby winced as the weapon charged and fired off - sending the Shi'ar hurtling backwards.

"Seemed like you needed some help, homme," the grinning red-eyed mutant said, twirling his bo staff, holding out his hand.

The ice-wielding mutant took it rolling his eyes. "I had him on the ropes," Bobby grumbled.

"Sure you did." Remy nodded. "This one just helped it along."

"If you two old marrieds are finished discussin' the daily weather," growled Logan as he speared a Shi'ar through the chest. "Maybe you could help your two gals out over there with some real work."

The giant Canadian snarled and whirled around to pull the spear recently lodged in his chest out to behead another alien who sprayed him with yellow ooze.

"Well, he's jus' a giant ball o' cuddly rage, him." Remy shook his head before taking off at a gallop and using his bo staff to vault onto a plateau.

"Yeah, Scott takes it out on himself, Ororo takes it out on plants," Bobby muttered. "And Logan takes it out on us." With a sigh, Bobby took off at a run.

"Kit, you still got those forty on our flank, sugah?" The white-striped brunette swerved under an alien broadsword which glowed orange, coming up to punch the off-worlder in the chest, sending him flying and taking out three of his comrades in the process.

"Oh totally," the petite mutant responded, aiming a roundhouse kick at one adversary's head whilst bending and disarming another with smooth dancer's grace. "I can-"

The two aliens Kitty had been fighting found themselves flattened as an enormous boulder was dropped on them by a metal skinned mutant.

"Piotr!" Kitty whined. "I had them! I'm not a damsel in distress here. I just eviscerated these blue-greeny guys who bleed red gas! I think I can handle myself!"

"I am sorry," the giant Russian said, hanging his head and managing to still looking sheepish even as he punched an oncoming alien with an iron fist, causing the face in question to cave in on itself. "I-"

A Shi'ar let out a war cry and sped at both mutants. Kitty crouched into a fighting position. "Oh, bring it so on," she said pityingly.

The alien's cry was cut short as he became a block of ice. Kitty nearly hissed in frustration like the animal from which she took her name. "Bobby!"

"What? Logan said you needed help!" Bobby offered.

"Urgh!" Kitty threw up her hands. "Contrary to all of your opinions, and that includes old Grumble Fuzz, I do not need constant saving! How come Rogue never gets treated like this? I never see any of you running to her aide!"

"This is a blatant lie, c'est pas vrai!" Remy protested, stabbing a giant red alien with his bo staff while Rogue jumped on another's back and held on until she had broken its neck. "This one does it all de time, mais ma chere, she sometimes does not take it so well."

"You mean she punches you if you start it," Kitty harrumphed.

"Oui, petite," Remy agreed happily, charging a rock and sending it at three aliens.

"Where are Forge and Jubilee and Northstar?" Piotr asked, groaning as he lifted one giant alien and used it to squash four more.

"Down," Remy panted. "And lucky fo' dem. Can't see this ever endin' of our own free will an' there's only one way I see it endin' otherwise."

"Um, guys?" Kitty asked. "It looks like we've got reinforcements coming up on this side."

"We got an army comin' from here too," Rogue said as hordes of Shi'ar charged up the plateau.

"We've got the high ground, people," Bobby said, icing the sides, so that the aliens slipped and fell when they tried to scale it. "We can just pick 'em off one by one."

"C'mon, mon ami," Remy said, whipping his staff around to knock one alien in the jaw and kicking him back into his fellows. "Don' you t'ink we - merde!"

"Remy!" Rogue yelled as her boyfriend went down from a Shi'ar blast to the chest. "God damn it!"

"Bobby-" Kitty began.

"We can still-"

There was a loud roaring and grinding as a huge black spaceship swooped down on the mutants from above and aimed a laser at the small troupe.

"Blast," Bobby groaned, as the spaceship did.

"Dead, dead, dead," Logan growled, storming over to the young X-Men as the Danger Room session powered down. "What the hell was that at the end?"

"Um . . ." Kitty looked around. "A giant spaceship making us all dead, dead, dead?"

"Wrong!" Logan growled. "I saw you all give up, that's what it was. I got no more time for that crap, not here, not in the field. You give up and you're dead." Logan's fists clenched, and his jaw twitched. "And we can't have any more of that here."

The students watched as the huge Canadian stormed off and then roused themselves enough to lumber after him.

"Aliens," Remy growled, limping along beside Rogue. "This one never does well with aliens."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Nicholas Brendon

Written By Jane Espenson

Directed By James L. Conway

Created By Joss Whedon

* * *

><p><span>Students' Lounge, Xavier Institute, North Salem<span>

"Jubilee? Does something just feel . . . wrong to you, still?"

"How do you mean, Kitty?"

Kitty sighed, flipping the pages of her math book back and forth aimelessly. "Just . . . I feel like we've frozen. No one is really moving forward since . . . well, you know . . ."

Jubilee frowned in confusion.

"Jean's death," Kitty said painfully, and Jubilee's eyes widened and she nodded. "Well, that's hard, you know. Hard to move past."

"Yeah, but . . . I feel like no one talks about a bunch of things," Kitty groused. "I mean, take Bobby for example. I know he feels guilty still about that Shi'ar girl who died and how he led the mission. He always feels like team leader, even when we don't expect him to be, so he always feels responsible but when I try to talk to him about it he just won't listen!"

"And he should listen to his girlfriend."

Kitty groaned. "Jubilee, don't start. We aren't boyfriend and girlfriend, we're just . . . I don't know. He barely seems to want to even be my friend, period sometimes. He's shutting down on me, on everyone. I just don't want him to turn out like-" Kitty stopped up short, looking down and coloring. Jubilee leaned forward.

"What, him to end up like what?"

"You know." Kitty glanced at her sideways. Jubilee blinked, waiting.

Kitty gave a pained, exasperated sigh of defeat. "Like Scott, okay? I don't want Bobby to turn out like Scott."

"Ah, I see." Jubilee nodded. "So . . . you don't think Bobby will be your boyfriend any time soon?"

"Not at this rate." Kitty picked at her nails tensely. "I mean . . . you remember what I said about last night?"

"Uh . . ."

"Oh c'mon Juju," Kitty rolled her eyes. "About me . . . and Piotr . . .?"

"Oh, of course that." Jubilee nodded.

"Well." Kitty swallowed. "I mean . . . we talked, we kissed, and whatever, but . . . I just feel like if I go with Piotr now, then Bobby will slip even further away. Like, you know how sensitive he can be and I'm worried if I go with Piotr then Bobby will just take it as a sign to pull away even more."

"Not that he'd thank you for sneaking around with Piotr just to spare his feelings," Jubilee pointed out.

"No, of course not, it would crush his male pride and all of that. God." Kitty hit herself lightly in the forehead. "Look, Jujubee, I just . . . I think I'm gonna go study in my room," Kitty said, collecting her bags. "Before I say anything else I really, really shouldn't."

Lower Level Hallway, Xavier Institute

Bobby had tossed the ball into the air, frozen it, caught it, and smashed the ice with his fist so many times the blood from his cuts was beginning to coat it red. By now the pain in his right hand had numbed, so he switched to his left.

"Bobby?"

"Oh, hey Kitty," Bobby said, a bit startled. Catching the ball and setting it down he tried to inch his right hand out of sight.

"Oh my God, Bobby what did you do?"

Bobby held in a groan when Kitty grabbed his hand, wincing as she gently spread it open. "It's nothing."

"It's not nothing, that looks, like, so painful. Why would you do this to yourself, Bobby?"

"Oh, now don't make a big thing over it, okay? It's a couple of cuts. We get a lot worse in a training session," Bobby said roughly, pulling his hand back.

"I'm sorry." Kitty held up her hands. "Forgive me for caring."

"It's not you, it's . . ." Bobby shook his head apologetically. "Sorry. I'm just . . . under a lot of pressure, I guess."

"Well, you know you could ease up that pressure if you just didn't push yourself so hard," Kitty offered. "I mean, I would have thought after that last mission, you know with the Shi'ar, that you might want to take a break from the whole team captain thing. You know, wait until you are really ready."

Bobby frowned, eyes narrowing at the petite mutant. "What do you mean?"

"Nothing, just that . . . well you've always really wanted to be the leader and you kinda rushed it and after what happened, I thought maybe-"

"Are you saying I got that girl killed? That it was because of me? That I would let that happen again? Happen to one of us?" Bobby raised his shaking voice.

"No, no," Kitty said smoothly. "But Bobby, you can't control everything and sometimes when you want something so bad that you rush it-"

"You screw it up, is that it? You saying I need to step down? That I'm what, a liability?"

"Bobby- Bobby wait!"

But Bobby was already walking away. He threw the iced ball hard on the floor and Kitty watched it shatter.

Students' Lounge, Xavier Institute

"I never thought I'd see the day when Remy Etienne LeBeau admitted he was scared of somethin'."

"Well get you'self a postcard, chere, 'cause it don' happen often. But this one feels free to admit you drivin' Logan's motorcycle scares him, fo' true." Remy nodded emphatically before shooting Rogue his million-watt grin.

"You've drivin' your own motorcycle about a hundred times. Why should this one be so fearful for you?" Rogue taunted.

Remy raised an eyebrow, his cat-who-ate-the-canary grin widening. "When did dis one ever say an'thin' 'bout it bein' the motorcycle? It's de driver that scares me!" He laughed as Rogue swatted him. "Hey now, it's no' jus' me. There's Bobby, tell this one what you said before-"

Bobby brushed past Remy as he headed for Piotr and three of the younger students shrieked as his fist slammed into the big Russian's head.

The room stilled as Piotr turned around, cracking his neck. "I hope you will please explain why you have done this, my friend."

Bobby barked a harsh laugh. "Right, friend. 'Cause that's just what you are. Out with Kitty behind my back and then you lie to my face about it because you don't think I can take it? Like I'm so pathetic I'd be threatened by you?"

Piotr slowly put up his hands. "Bobby, I don't think you are in your right mind but if you want to know why we did not mention anything to you, it is not because we do not respect you-"

The riveted gathered crowd gasped as Bobby jumped again at Piotr, who dodged far more quickly than one would expect of a man of his size. "Bobby, I don't want to fight you-"

"Good, then just stand still," Bobby snarled. He moved to leap after the larger boy again when two sturdy Cajun arms wrapped his in a tight hold.

"Hey, hey, mon ami, relax, calme-toi," Remy said in his smoothest bourbon voice. "C'mon, leave the Russian alone, oui? We'll go have a talk out here, and you can punch Remy as much as you'd like if you still feel de need, you."

Remy caught Rogue's eye and then jerked his head over towards the other end of the room where Kitty had just entered. Rogue nodded, siddling over to where Jubilee had already met Kitty, who was quickly realizing many of the whispers around were of her name.

"Um, what's going on?" Kitty laughed uneasily, glancing left and right at all the students who refused to meet her eyes.

"Bobby, uh . . . Bobby just picked a huge fight with Piotr, hun," Rogue offered carefully. "Somethin' about you and Piotr . . . but you know he'll cool down soon. I mean look at how he warmed up to Remy once he got over us bein' together!"

"Wait, wait, wait!" Kitty said sharply. "What do you mean, me and Piotr? What- what was he talking about?"

"Just somethin' about you bein' with Piotr behind his back - but you ain't datin', so he'll know he's got no right to get angry once he calms down - and then you not tellin' him 'cause a' pity or some such . . ." Rogue trailed off when Kitty rounded on Jubilee.

"How the hell could you do this?" she hissed at the other girl. "I told you not to say anything!"

"I didn't, he must have heard it from someone else!" Jubilee defended herself, wide-eyed.

"There was nobody else, you were the only one! Why couldn't you keep your God damn mouth shut!"

"I did! Why are you assuming?"

"Because it couldn't have been anyone but you!"

"Woah, woah, this doesn't have to be this serious," Rogue tried to step in between the other two angry mutant girls. "Bobby will get over it, I know-"

"This isn't like you and Bobby, Rogue," Kitty snarled. "It's not that I was with Piotr, it's that he thinks I didn't tell him 'cause I pity him. You gonna tell me he'll just get over that?"

"Well it's no good yellin' at me about it!" Rogue snapped.

"I wasn't! I was talkin' to her," Kitty pointed at Jubilee, who smacked Kitty's hand away.

"I. Didn't. Say. Anything!" Jubilee fumed. "And I'm not gonna stand here to get yelled at when I haven't done anything wrong!"

"Don't smack me, Jubilee, or I will-"

Front Lawn, Xavier Institute

"-Take your damn head off! Let me go, LeBeau!"

"Oui, oui, look no hands." Remy held up his as he backed far enough away from Bobby to give the other boy his personal space. "Now, I know this one has been on the receivin' end of some of you' jealousy issues, but can't say I think Piotr is quite as deservin' as this one, him."

"Well . . ." The other boy wrapped his arms around his body and leaned back against a bench. "I can't argue with that."

"Merci," Remy said dryly. "C'mon now, know we need to let off steam, but we can't afford to really hate each other, us. Not wi' all de problems we gotta face every day."

Bobby let a slow smirk spread over his face. "Nope, can't argue with that either. But I guess it's easier for you, with your perfect relationship."

"Oh?" Remy ran a hand through his mane of hair. "Let's no' get 'head of ourselves. This one and Rogue ain't hardly perfect, mon ami."

"No?"

"No." Remy charged and kicked a rock, sending it popping across the field. "As scared as chere is 'bout her mutation, knockin' this one out fo' a few weeks didn't do her no favors. An' havin' this one in her head . . ." Remy swallowed. "Can only imagine de kinds o' things she's havin' bouncin' 'round the back o' her brain."

"Things from your brain you'd rather she didn't see?"

Remy's red eyes flashed as he met the other boy's blue ones, before the Cajun relaxed back into his typical casual posture. "Yeah . . . would you want Kitty to come askin' you questions 'bout every lil' think in you past?"

"No," Bobby said. "Still, it couldn't possibly be anything that bad."

Remy swallowed. "Peut-etre pas pour toi. Mais pour moi . . ." Remy met Bobby's eyes again. "We all got secrets up in dis mansion, mon ami. Reckon we couldn't all live wi' each other we knew 'em all."

**COMMERCIAL BREAK**

* * *

><p><span>Greenhouse, Xavier Institute<span>

"Thank you again for volunteering to help me, Sid," Ororo said as she gently watered a ficus, "I know this isn't as exciting as some of the other teacher's side projects are but-"

"No, I think something not-so-exciting is good around here," Sid put in earnestly, turning a potted plant so it faced closer to the sun streaming in from the west end of the greenhouse. "We kinda get more than enough excitement on a daily basis here. Sometimes it's nice just to be with green things."

"I agree," Ororo said smiling at the boy, who gave her a huge grin in return. Ororo turned slightly away from the boy's eager eyes.

"So, do you- does your mutation have anything to do with this?" Sid asked.

"Plants? Oh no." Ororo shook her head. "No, I may have . . . connections to the earth to a degree, but I've never yet been able to make a plant grow where it doesn't want to!"

"What about . . . the other thing," Sid said, carefully changing the soil for some of the marigolds.

"What do you mean?"

"You know . . . medicine. The magic kind of medicine," Sid put in gingerly. "I mean, my mutation is all about machinery and metal, but my grandfather always said I had a way with herbs and plants and stuff. And he's no mutant but he can do plenty of things-"

"Sid, I don't know about-"

"I just heard you talking to the Professor the other day, and saying-"

"Sid!"

The trees outside the greenhouse whipped at its doors with the sudden gust of wind. Sid stopped, chastened, his ears reddening. "Sorry."

"No, I- I'm sorry." Ororo took a deep breath, and the wind died down. "Everyone has things they are not really keen to talk about. This . . . this is one of them for me. I'm sorry."

"It's okay," Sid said quietly, wide eyes focused on the weather-witch. "It's nice just spending time with you for me."

Ororo took in a sharp breath. "Sid, you know I'm your teacher and-"

Both mutants turned as a small explosion went off somewhere out on the grounds.

"Oh, what now," Ororo groaned tiredly.

West Lawn, Xavier Institute

Remy gasped heavily as the smoking hole in the ground in front of him shuddered before lobbing another charged rock at it, tossing more dirt and soil into the air.

"Well I'm sure that there ground was a real threat to ya, Remy."

The Cajun half-jumped before turning to face the white-streaked brunette who looked at him with raised eyebrows. "Yeah . . . was sayin' foul things 'bout this one's girl, him. Had to defend her honor."

"Well she feels good and defended," Rogue joked. Remy nodded, trying to smile, but his whole body was shivering. "You don't look so hot, sugar."

"Really?" Remy laughed, abruptly, painfully. "Sure feel hot." He slowly extended his fingers. Purple-red light danced around the edges and he winced and dug his nails into his palms in a tight fist.

"You look like you might need to see Dr. McCoy, babe," Rogue said, inching closer. Remy looked up.

"Babe? That's new. Never called this one . . . babe," he forced out, grabbing his arm with a groan.

"What's goin' on here?" Rogue asked. "I don't need to be a mind-reader to know you're hidin' somethin' righ' now."

"No' hidin'," Remy said harshly. "Jus' feelin' sick. That a crime now?"

"No, I don't think so. But you're the expert on crimes, Mr. LeBeau," Rogue said, folding her arms. "Crimes and secrets."

Remy looked up sharply, his damp hair swinging. "Oh, this now? You gonna pry me fo' my secrets, you? Jus' 'cause this one's a thief don' give you the right to steal what's in this one's head, chere."

"Is that what I did?" Rogue raised her voice. "You know, what ever it is you're so afraid of me findin' out? You can't hide it forever, babe. It all comes out eventually."

Students' Lounge, Xavier Institute

"Gonna kill 'em all. Fix it all at once. Don't worry though, you'll hardly notice. I'll clean up the mess and it'll be all quiet and peaceful for good around here."

"I didn't think you were the quiet and peaceful kind, Logan," Ororo said dryly as she swept up the glass shards from the latest young X-Men dustup.

"Seriously, 'Ro, it's like they've all gone crazy today." Logan shook his head. "Any more of this, and I'm just gonna take the bike and go find the nearest-"

"Logan, don't be ridiculous right now," Ororo sighed.

"Ridiculous? How, exactly how am I being "ridiculous"? I'm dead serious."

"Well, don't be!" Ororo said angrily. "I need your help here, Logan. You can't go running off like this, especially not when the kids are having such behavior problems."

"Hey, I never signed up to be Mr. Counselor," Logan growled. "I'm here to teach 'em how to fight, not to get 'em to share their feelings. And it's worked out fine so far-"

"No, it used to work out fine," Ororo snapped. "But things are different now, Logan. We need to accept that and I need your help with more than just showing them how to fight."

"Why me? Why am I first choice for all of this?"

"Because with Scott . . . like he is . . . I just can't do it all! Jean's gone, Logan, and we're going to have to start acting like it!"

Ororo and Logan stared at each other in stunned silence for a moment, before the big Canadian nodded.

"You're right," he stated. "We do."

Teachers' Dorms, Xavier Institute

"Summers! Summer's open up!"

Logan growled heavily, banging on the door. "Look, it's been more n' two months, I'm almost at the point of eating the damn kids, and 'Ro's gotten grumpy about it, so unless you want to be cleaning up after a damn tornado open up!"

When no answer came, Logan snarled, and with a swift kick forced the door open. "Look Sparkle Vision, now I-"

Logan froze at the sight of the mutant before him.

"Jean?" he breathed heavily.

She smiled. Logan was just opening his mouth to not-speak some more, when the red-haired mutant brought down a giant plank on his head with a sickening crack.

**COMMERCIAL BREAK**

* * *

><p><span>Scott Summers Room, Teachers' Dorms, Xavier Institute<span>

"Logan? Logan!"

The big mutant groaned and opened his eyes slowly to look up at the white haired mutant above him.

"Mystique," he croaked.

"What?" Ororo breathed.

Logan launched himself onto his feet. "Mystique," he growled, prowling out the door, forcing Ororo to hurry after him. "She's here and she's loose again. She took Jean's form. Must have not gotten the memo."

"How did she get in?" Ororo shook her head.

"We'll have to ask her," Logan stated. "Let's collect everyone together and search for her in teams."

"How will we know her when we find her? She could be any one of us," Ororo pointed out. Logan stopped.

"You're right. We'll have to smoke her out."

Students' Lounge, Xavier Institute

"Now this ain't the first time we've fought the naked blue bitch-"

"Logan!"

"-And it won't be the last," Logan completed, looking over the assembled X-Men. "Now, we've got a three-fold objective: find Scott, check in on all of the students, and find Mystique."

"How are we gonna find her?" Bobby asked. "She could be any one of us."

"She could," Logan acknowledged. "But as we've noticed, things have been more than a little off lately, so clearly she's already played her tricks on some of you. Think of this as a test of team cohesion: you'll all have to delve real deep into what you know about each other to make sure she isn't here now."

Ororo nodded. "Okay, we're going to split up into teams. Kitty, you're with Bobby, Rogue, you and Remy, Jubilee, you with Piotr, and Sid, you can come with me and Logan."

"Great!" Sid said. "Uh, I mean, yeah. Good."

"Me and Ororo and Sid'll go meet the Professor," Logan stated. "He may be able to sort this out. The rest of you go find Scott. And watch your backs."

Lower Level Hallways, Xavier Institute

"So that's why Piotr keeps running away from me?" Bobby asked Kitty as the two prowled carefully through the extensive lower levels of the Institute. "Because he thinks I punched him?"

"Did you?" Kitty asked baldly.

Bobby gave a wry laugh. "Don't you think if I were Mystique, I'd have punched you out by now and run off to do whatever my mission objective was?"

"What about if you're really Bobby?" Kitty asked, more quietly. Bobby stopped.

"No." He shook his head. "I could justify punching Remy when he was going after Rogue, because she was my girlfriend and we didn't know if we could trust him. But Piotr is a straightforward solid kind of guy: if I have to compete with him, at least I know he'll always be honorable about it. Besides . . ." Bobby grinned back at Kitty. "I know how mad you get when you think we're being too old-fashioned and chauvinist. If I started acting like that, you'd probably drop both of us."

"Damn straight!" Kitty smiled brightly. "And don't you forget it!"

Bobby nodded, and the two rounded a corner carefully. "Look, Kitty," Bobby said slowly, "about . . . what you said before . . ."

"What before? Let's be careful, because it may not have been me saying it," Kitty reminded him.

"Yeah," Bobby said shortly. "You're right. It was probably Mystique, messing with my head."

"But . . . if you want to talk about it . . . I'm really here," Kitty said, placing an arm on his shoulder.

Bobby froze, then sighed. "You said - or she said - that I was so eager to be team leader that I ended up almost getting us killed. That I would get us killed, basically."

"Yeah, that was definitely not me," Kitty stated. "Because I know you think that, on some level, Bobby, but you're wrong. I know if you're team leader you are responsible in part, or you at least feel it, but Bobby we all got out alive."

"Not all of us."

"Her death? Wasn't. Your. Fault," Kitty said, whirling the taller boy around to face her. "It wasn't. If you've noticed, no one's come up to try and challenge you for team leader. No one is telling you you got her killed. You know why, Bobby Drake? Because we trust you. We trust you with our lives but you should also trust us with yours, because that's what being a team is. You aren't our parents, or Logan - we're in this together. No one expects you to be perfect except for you, and you need to give you a big, gigantic, huge, ginormous break."

Bobby smiled, broadly now. "So I am definitely Bobby?"

"Oh hell yeah. No way Mystique could fake the way you brood."

Students' Dorms, Xavier Institute

"What do you think Mystique wants this time?"

Remy shrugged, twirling his bo staff casually. "Don' know. Never can tell with her. Like bees. Never can tell with bees, never can tell with Mystique."

"Did ya just make a Winnie The Pooh reference?" Rogue snorted.

"Don' mock that honey-lovin' bear, you!" Remy protested. "Dat lil' bear was this one's childhood, him."

"Well, thank you for that; now I _know_ ya'll're Remy," Rogue laughed.

Remy glanced sideways. "So then, how do I know you really my chere?"

"Hmm," Rogue pondered as they stalked the halls. "I could always toss you cross the room. Don' think Mystique could imitate my strength."

"Always with the violence wi' you," Remy shook his head, his locks shaking. "How 'bout a . . . nicer test?"

"An' put you in a coma for another month? No, sir."

Remy nodded, silently. "Rogue? Bout what I said . . . bout you stealin' what's in my head . . ."

"Huh? When did ya'll say that?" Rogue stopped.

"Nuthin'," Remy said swiftly, his red eyes skittering away from Rogue's big brown ones. "Musta been Mystique and her tricks. It's nuthin', chere. Honest."

Teachers' Dorms, Xavier Institute

"Jubilee, how exactly will telling you my favorite romantic movies prove that I am myself?" Piotr asked heavily. "Since you do not know them, Mystique could say all kinds of things which are untrue."

"Trust me, big guy," Jubilee said flatly. "No one could make up the kinds of movies you like. No one ever would."

"I will choose not to be insulted by- Professor Summers!"

The big Russian and the little magenta-haired mutant jogged over to where their teacher was opening the door to his room.

"What?" asked Scott wearily.

"It's Mystique," Jubilee said, panting. "She's here, in the mansion. She took . . . a form and knocked Logan out. He's off leading the team-"

There was a grunt and a crash, and the door was thrust open from the inside by as a storm-faced Logan covered in wood shards.

"No, he's right here," growled the Canadian. "He just broke out of a closet someone stuffed him in."

"Bozhe moi," Piotr whispered.

Cerebro, Xavier Institute

"Professor?" Ororo knocked on the Cerebro door, her forehead creasing as she attempted to contact the Professor telepathically. "Professor?"

_Yes, Ororo,_ came the psychic reply. _Just opening the door now._

"It's Mystique again, Charles," Ororo said rapidly as the door opened, "she's-"

Ororo was cut short by the fist to the back of her head and Sid screamed in fury as she fell like a dead weight to the floor. Leaping at the figure of Logan, Sid found himself immobilized by some kind of stinging spray to the face. He tried in vain to crawl over to Ororo's unmoving body. The doors to Cerebro closed as the not-Logan figure quickly walked inside.

The metamorph grinned at the Professor. "Hello, Charles. Long time, no see."

**COMMERCIAL BREAK**

* * *

><p><span>Cerebro, Xavier Institute<span>

_"Let The Record Show" By Emilie Autumn Plays Over The Following Scenes _

"Mystique."

The mutant wearing Logan's face laughed. "Oh, what a useful friend that bitch has turned out to be. Got the whole school running around looking for her, so we should have time for a nice long chat."

The mutant laughed at the confused look on Charles Xavier's face. "Don't recognize me, Xavier? Here, let me make it easier for you."

The mutant's form changed to that of a small, trim man with a face that looked as if its skin was collected from various different people.

"Kevin . . ."

"Yes, now you remember," Kevin spat back at the old man. "Kevin Sydney, your good old X-Man Morph. Well, Teach, I look around and I can't say I've been missed! You all seemed to have moved on without me."

"You were dead . . ."

"No, Charles," Kevin hissed. "I was left for dead. Very crucial difference. I was left for dead in Argentina, because you all needed to run off and fulfill the mission. You know I wasn't surprised at all Jean decided to off herself like she did. You always could inspire such loyalty in us all."

"Had I any idea-"

"Oh, spare me," the shape-changing mutant spat. "You would have moved on, created your new team. Though," he giggled, "I can't speak for your current crop. Seriously, a bunch of squabbling, mentally disturbed teens, that's your new generation of X-Men? They won't do so well when the big change comes, and he's coming, Charles."

"Kevin, that shrapnel should have torn you apart-"

"Oh, it did," the shape-changing mutant giggled. "I'm only as pretty as I am now because of a very, very good doctor."

"Kevin," the Professor began, "had we known-"

"You wouldn't have changed a damn thing!" Kevin roared. He stormed forward and lifted the Professor out of his wheelchair by his shirt. "You left me for dead, and you'd do it a second time if it meant saving this rotten world, admit it." He shook the old man viciously. "Admit it!"

Xavier closed his eyes and focused, before gasping in pain.

"Yes, that's right," Kevin sneered. "Try and break my mind. See if you can sort through the pain, the feeling of your body burning, being ripped apart. I want you to. I want the guilt to eat you alive. Then I'm gonna beat it back outta you."

Outside Cerebro, Xavier Institute

"Oh God," Rogue gasped, running forward to slide down beside Ororo and Sid's motionless bodies. "They ain't movin'!"

"Gonna kill her, the bitch," Remy swore. "Gonna kill her."

"Oh God, Ororo."

Scott led Piotr, Logan, and Jubilee at a run, stopping abruptly at Cerebro's door. "Of course she'd go for the Professor. We can't open it from the outside, dammit!" He slammed his fist into the metal door.

"There has to be some way to get inside!" Logan roared.

"Door . . . door . . ." Sid groaned. Jubilee knelt down, helping to elevate his head. "Calm, down, don't try to talk."

"F-force open the door a bit," Sid croaked. "Then . . . Cy . . . use blast . . . should break the inner mech-mechanism . . ."

"Don't try to talk," Jubilee shushed.

"No, he might have just found the answer," Scott said decisively. "We'll do it. Rogue, Piotr, you two take either side of the door. Remy-"

"If I send a blast up de middle might force some o' de machinery to fry," the former thief stated.

"Then do it," Scott said, kneeling down so his eye was level with Cerebro's scanner. "Once I see enough movement, I'll shoot. Logan, be ready to take Mystique out as soon as there's a clear shot."

"No problem," Logan growled, unleashing his adamantium claws.

"Alright, on my count, pull at those doors you two. Remy, fire in the hole. One, two-"

Inside Cerebro, Xavier Institute

"Kevin . . . please . . ."

"Please?" Kevin laughed, delivering another swift kick to the Professor's chest. "Please let you go? Begging doesn't become you Charles."

"Please . . . save yourself . . ."

"Save myself? Save myself?" Kevin pulled Xavier upright, so his useless legs dangled below him. "That's what I did, old man."

Outside Cerebro, Xavier Institute

"Scott, Scott I don't think we can hold it-"

"Just a little bit more!"

Piotr said something loudly in pain-marred Russian.

"Just a bit more, bit more . . . Got it!" Scott touched the side of his shades and fired an optic blast into the now visible mechanism of Cerebro's door. The locks inner workings fizzled and sparked, and then the door shuddered open to reveal the Professor dangled by an unknown man over the edge of Cerebro's platform.

"Logan, go!" Scott ordered, and the giant Canadian shot forward at a run. Eyes widening, the assailant tossed Charles forward to the edge of the platform, sending him plummeting downward.

"No, no, no!" Scott screamed. "No-"

A blur of long hair and trench-coat leaped off the platform and dove after the falling Professor. Rogue shrieked, there was a red-purple blast, and Remy bounced back up to land on the strip with the Professor slung over his shoulders.

"Professor!" Scott and Piotr and Rogue all ran to where their mentor lay gasping, but the Englishman's eyes were on the battle still raging to the left.

"Logan," the Professor coughed. "Logan wait-"

"You picked the wrong time to come back here, bub," Logan snarled, pulling back his claws. "Sayonara."

"Logan, no!"

The Professor's scream echoed around the giant hall as Logan speared Kevin on his claws through the chest.

"Logan, what have you done?" Xavier breathed.

"He was protecting you, from Mystique," Scott explained carefully. "Professor, are you alright?"

"Not Mystique," Xavier wheezed.

"She attacked you, she woulda killed you!" Rogue exclaimed.

"Look!" Xavier pointed. The mutants turned to examine the fallen dead man. "It's not Mystique. It's Kevin."

"Morph?" Scott's voice cracked. "No, that's impossible. He's dead."

"Apparently not," Charles replied, taking in deep breaths. "He said . . . he had found a doctor. I could barely reach his mind. He had prepared for me, setting up mental blocks made of his own pain and rage at being left behind when we thought he was dead. But he was sent here, sent by someone who clearly harbors more than a little ill will for us all."

"Magneto?" Piotr guessed.

"No." Xavier shook his head. "No one I recognize. It seems we have a new enemy, for the new year. Someone perfectly willing to dredge up old wounds and secrets. We've got an agent unknown after us, and Kevin . . . poor Kevin . . . he was never expected to succeed. He was merely a pawn . . . and a sign."

"A sign of what?" Scott demanded.

Xavier closed his eyes and let out a deep, painful breath. "I don't know . . . I don't know . . ."

**ENDING CREDITS**

**Promo For Next Episode:** _When a terrifying enemy from Ororo's past begins to haunt her dreams, she is forced to call upon powers she has long since denied. But will she be able to embrace her tremendous abilities and defeat it - or succumb to her fears and lose her sanity in the process?_


	15. Chapter 15

_Author's Note: Wow! Sorry for the long break between episode's folks. Halle Berry and Hugh Jackman were busy with other projects which caused scheduling conflicts. But we're back, and the next couple of episodes are full of excitement and drama which I'm sure you'll all enjoy!_

**Season Two, Episode Two: ShadowLand**

Teachers' Dorms, Xavier Institute

_Ondoka, kike. Vivuli, wao kuja._

Ororo gave a small noise of protest at the persistent whisper, but it wrapped around her mind, echoing as she opened her eyes. As soon as she did, it seemed as if the noise was no longer inside her mind but coming from farther away.

"Scott? Logan?" Ororo offered, half hopefully. She shook her head. She wasn't sure when either of the two men would have had time or the inclination to learn Swahili. It must have been one of the psychic students, perhaps trying out their powers without fully understanding the consequences they could have when others dreamed and the borders to their minds were easier to cross.

_Vivuli . . . vivuli . . ._

"Hello?" Ororo said it louder and then with a groan, shoved off her blankets and stepped out of bed onto the cold floor, wrapping her robe around her. "Is anyone there?"

_Ondoka . . . ondoka . . ._

"Hello?"

Ororo wished for a flashlight as she exited her room, padding slowly down the corridor. Out of the corner of her eye, she saw a shadow move quickly away from the moonlight streaming in through the window at the end of the hall.

"Wait, stop," she called out. "You won't get in trouble, I'd just like to - please, stop!"

Ororo hurried, her feet slapping the ground, and it seemed the whispers sped up to keep time with her pace.

_Ondoka, ondoka kike . . . vivuli, vivuli kuja . . ._

Ororo whipped around the corner and stopped short with a strangled cry as pitch black eyes penetrated her own and the shaking of bones drowned out any other sound until her head screamed in agony -

"Storm? Storm! Ororo, wake up!"

Ororo shot up straight in bed, her body drenched in cold sweat - or was that rain?

Logan held her shoulders as Scott and Hank stood by her open door, faces taught. Rain and wind lashed her room, spinning her dresser and clothes in a mad, mini-tornado.

"Sorry- I'm sorry," she choked out, willing the powers of water and air to calm down. "So sorry . . . so sorry . . ."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

And Guest Starring Andre Royo and John Rhys-Davies

Written and Directed by Joss Whedon

Created By Joss Whedon

* * *

><p><span>Front Lawn and Grounds, Xavier Institute<span>

"Alright kiddos," Logan announced grinning.

"I hate when he says that," Bobby murmured dryly.

"We've got a brand new kind of training course set up today," Scott put in, "and it should be challenging but a lot of fun as well."

"I hate when he says that," Kitty offered. Logan glared.

"Now, we thought it'd be a good idea for you all to get used to more . . . realistic consequences to your actions in the field then you get in the Danger Room," Logan plowed on. "So you'll be dukin' it out with our very own defense systems, which are primed to act as if you're all intruders."

"This one has the distinct sense of deja vu, me," Remy said dreamily.

"Alright then," Scott barked. "Since you're all so cavalier about this, we can get started without the prep talk which would have highlighted some ways to avoid traps and navigate some of the thornier issues. You all have ten seconds to scatter, before we begin the session, starting now. Ten . . . nine . . . eight . . ."

"Good going you," Jean-Paul groused, shoving Remy, who just grinned.

"This one's had to fight his way past all de flash and boom this place can offer, him," Remy assured, wrapping a bold arm around Rogue's waist, who laughed and pushed him away playfully. "Think we can make it through jus' fine, oui?"

"Think again, bub," called Logan, over the grass, an intensely wolf-like smile taking over his face. He nodded to a giant sinkhole which was rapidly engulfing the strip of grass the three young mutants stood on.

"Are ya'll ever gonna learn not to bait him?" Rogue huffed as they ran, whacking Remy over the head with her gloved hand as Jean-Paul shot away with his preternatural speed, practically lifted into the air.

"Non, guess not," Remy shot back. "This one jus' too stubborn. 'Course, if I was 'fraid o' Logan, as I should'a been, would never have gone after you, chere."

"Oh, save it." Rogue rolled her eyes, turning around to sidekick a rising sentry gun and denting the weapon beyond use. Remy used his bo staff to vault over a second, throwing a charged card at it and catching Rogue as the explosion threw them both back a few dozen feet.

"Will you two focus? My God," Kitty chastised as she phased through an electrified net primed to shock anyone it caught into oblivion. "Canoodle later, I think Logan and Scott may actually be trying to kill us this time."

"Nah, if Logan were trying to kill us he'd do it with his own two claws," Bobby reasoned, icing himself a path over a pit that had suddenly materialized before him, avoiding falling into a painful steel trap. "The whole honor thing."

"Scott would just make it slow and painful," Jubilee agreed, catching a shot from one of the sentry guns with a blast of her own, all of the mutants ducking as the fallout whizzed over their heads. "Endless lectures about how useless we are, and all the rules we've broken, and how we'll never make true X-Men status. He'd kill us with the power of his squareness."

"If they'd make it so all fired painful for us if we pissed 'em off too bad," Rogue grunted, catching a foot long projectile in her fist and crushing it, "then why are we not finishin' up this here course before they truly do look to cook us!"

* * *

><p>"They're not taking this seriously," Scott stated.<p>

"Nah, it's not that, Four Eyes," Logan grunted. "It's that they don't take us seriously. They've seen scarier things than us now, so it'll be harder to make 'em listen when their old teachers tell 'em to jump."

"And how do you propose we get them to listen then?" Scott asked, folding his arms. Logan shook his head.

"Maybe we can't. Maybe they've grown up enough that - Piotr and Forge ain't out here, right?"

"No, they shouldn't be. Piotr is working with Hank, and Forge is in a session with the Professor," Scott answered. "Why?"

"Because there's someone out there," Logan indicated with a jerk of his head, "who ain't supposed to be."

Room 157, Xavier Institute

"Now, when we characterize Somalia as a failed state, we have to understand what exactly that means," Ororo announced to her midday class, tapping the map of Africa on the board. "There are lots of countries where governments are corrupt, or where wars have broken out, but they are still not known as failed states. When we-"

_Vivuli, kike . . . vivuli . . ._

"If you could please all please not whisper in class, today, please," Ororo said, her voice abrupt. The students exchanged glances, but no one spoke. "Thank you. Now, the Somalia civil war-"

One two three four, one two three four, one two three . . . the beats began slowly but steadily to rise, growing deeper and more resonant.

"Would whoever is tapping on their desk please stop, please?" Ororo insisted, her voice brittle now. The students exchanged more glances, and Ororo swallowed. "Now, when the-"

One two three four, one two three four, one two three . . .

_Vivuli, vivuli, vivuli . . ._

"Will everyone please be quiet!"

There was total silence as the shocked class stared at her. Ororo could hear her deep breathing and easily read the thoughts of the students from their stunned faces: of all the Xavier Institute teachers, Ororo was the calmest and most serene, the one students were most likely to run to with her problems, especially since Jean was . . .

"I'm sorry, um . . . everyone please turn to page three and read the section on political factions."

The class erupted in whispers as Ororo hurriedly excited the room, rushing up the stairs, aided by the winds which flowed and scurried behind her like anxious dogs. She reached the third level of the school in record time, and pushed open the door to the Professor's study.

"Professor, I- oh, sorry."

Ororo took a breath and attempted to compose herself, as Xavier and Sid looked up at her. "I'll come back later."

"Oh, it's quite alright, Sid and I were just finishing up," the Professor said in his warm, even voice.

"Yeah, I can go, I'm good," Sid said hastily, lurching to his feet and grabbing his bag. "Um, I'll see you Thursday? For extra help?"

"Yes, of course." Ororo nodded and Sid nodded back at her a few times before swallowing awkwardly and leaving the room, closing the door behind him.

Ororo turned to look at Xavier's half smile, and let out a heavy sigh. "Please don't start. I have no idea what to do about Sid."

"Not at all," Xavier said, merriment in his voice. "It's perfectly natural for a boy of that age to have a crush on an attractive, older teacher. Goodness knows it's happened to every other teacher here at some point. I feel confident he'll soon find a young girl his own age over whom to spend his affections."

"Well, I hope so," Ororo said, and the wind rattled the windows as she waited.

"Storm," Charles said gently. "Would you like a seat?"

"Yes, I mean . . . sure," she said distractedly, sitting down heavily. "Professor, I'm afraid I'm going mad."

Xavier raised one eyebrow. "I believe it is said that simply being able to state that question is proof of sanity."

"I'm serious," Ororo said. "I've had flawless control for years now, but lately I've been having dreams, and hearing whispers, and drums, and the last thing I want is to turn out-" Ororo stopped abruptly, but Xavier was sadly nodding.

"The last thing you want is to turn out like Jean."

Ororo nodded.

"Well, I can certainly set up some time for us to work through whatever is causing this upsurge in your powers and loss of control, but getting to the heart of the issue may-"

"No!" Ororo winced, and then continued, "I'm sorry, Professor, but I really just need some control exercises. If I can work on adapting to whatever increase is happening, and keeping calm and clearheaded then-"

"Ororo, if you've gone this long without any incidents like this, it is unlikely it is a result of your control merely slipping, or even a natural increase in your powers," the Professor explained. "Far more possibly, this is the result of some emotional or mental issue which has reared its head. Simply working on your control I'm afraid is merely a band-aid to this kind of instance."

"Then a band-aid is what I can make use of for this," Ororo cut off. "I'm sorry Professor, but right now I just want to ensure the safety of the students. I don't need any accidents to happen because I'm searching my soul for some deep seated trauma."

Front Lawn and Grounds, Xavier Institute

"Hey, hey listen up," Logan said over the ear-piece to the younger X-Men. "We've got an unknown entity on the grounds. A real intruder, so be on the lookout."

Bobby looked up, trying to catch the eyes of the other mutants, who looked towards their team leader. "Is this part of the training?"

He could hear Logan's growl as if the man stood right next to him. "Would I tell ya heads-up if it was? Just find the damn weasel and bring him in, preferably with his ability to answer questions still intact."

Bobby signaled to the others to fan out and search. "Alright, we'll find him. Any idea what he looks like?"

"Small and quick, and-"

"I found him!"

"What?"

Bobby searched for Kitty, who had responded via the earpiece. "I've got him over here, he- ah!"

"Kitty!"

**COMMERCIAL BREAK**

* * *

><p><span>MedBay, Xavier Institute<span>

"Kitty?"

The little mutant groaned and opened her eyes, blinking at the white light of the MedBay.

"You okay, Half-Pint?" Logan asked.

"Yeah," she said, rubbing her temples. "He clocked me good with his stick."

"Did you get a good look at him?" Scott questioned.

"Scott," Ororo scolded. Behind her the younger X-Men crowded around, their faces slowly showing relief that the petite teen was alright.

"No, it's okay," Kitty said, sitting up. "I did get a good look at him. He was dark skinned, with long hair, and it had sort of dreadlocks in them . . ."

"Sort of dreadlocks?" Jean-Paul sniffed.

"Well, they had all kinds of things woven into them," Kitty defended. "Bones I think, and different sort of charms and stuff. He wore black pants and a red shirt, he was really, really skinny, but he had white . . . chalk, I think, rubbed sort of all over his face. And this sort of equal armed red cross on his forehead . . ."

Kitty trailed off, as she caught sight of Ororo's stricken look.

"I know-" The weather-witch fumbled, and then pressed on. "I know this man you speak of."

War Room, Xavier Institute

_Pearls By Sade Plays Over the Following Scene_

Ororo surveyed the intensely staring faces of her friends and students before closing her eyes, giving a silent prayer, and beginning.

"I lost my parents when I was ten. It was a cave in, in Nairobi. More accurately it was a building-in: the house from which my parents were taking pictures of the unrest on the street was hit by a makeshift bomb and it wasn't in good condition. We were all buried under it. I survived.

I don't have much memory of what happened after. I don't know who might have taken charge of me, or who found their bodies. I simply ran. I ran all the way out into the Serengeti and then I ran some more, because by then I had begun to realize things were happening around me that I couldn't control. You can all imagine how well running from your own mutant abilities worked out for me."

Some of the X-Men listening nodded or smiled, but their eyes never left hers. Ororo continued.

"I don't know how long I had gone without any real food or water when they found me. They say I wandered into the village with a storm at my back. It's a wonder they didn't cast me out as a demon, but the village shaman and healer said he'd had a vision of me. A wandering goddess, who would bring rain and heal the famine." Ororo gave a small grin. "Ananasi was always so sure of himself it was impossible for those around him to doubt. As you all know there are no hard and fast rules to train a new mutant, and they didn't even know that was what I was. They called me Mabedui Wa Kike: Wandering Goddess, because I had wandered into their lives."

Ororo cleared her through. "Well, I saw no reason not to believe it at the time. I didn't know of any other explanation for what I could do, and they all seemed to believe it, so I . . . then some travelers came. They were photojournalists with UNESCO, I think. It was enough seeing them to shock me out of . . . everything. By now I had some measure of control, so I ran again, wandering, hitching rides, flying when walking would have meant death . . . I ended up in Cairo, on the streets, as a pick-pocket." She gave a small wink to Remy, who grinned. "And then I met Charles, and . . ." She shrugged, her eyes searching the faces of her friends and students.

"So you think this Ananasi," Scott offered, "you think he's the one Kitty found?"

"I'm sure of it," Ororo stated firmly. "She described him perfectly, and it would fit up with the . . . disturbances I've been feeling lately. It's likely he had some kind of mutant ability to be able to deal with me and teach me."

"Do you think he's here to hurt you?" Jubilee said, lip trembling.

"I don't know," Ororo conceded. "I'd like to think not. He was a friend; a friend to me, and a friend to anyone who came to him for help. I never saw him act in anger when he could act in aid. But if he's heard of me since then, he may be angry with me for abandoning the village."

"He probably would have put Half-Pint out, if Bobby hadn't found her," Logan said harshly. "I say that means he's pretty testy about something."

"Then let us try and find out what exactly is the reason for his return and hostility," the Professor declared. "I want you all to split up into teams and patrol the halls. And be careful: we have no idea the extent of the abilities this man may possess."

MedBay, Xavier Institute

Ororo gently laid her hand down on Kitty's. "I'm sorry this happened to you, Kit Kat," she murmured. "I'm so very sorry."

The petite teenager opened her eyes. "I know, Professor 'Ro," Kitty said with a smile. "Not your fault I wasn't quick enough. I'll be up soon. Dr. McCoy is just being totally over cautious."

Ororo smiled, but her lip twitched.

"I'm worried," Kitty said.

"We won't let anything happen to you," Ororo promised, tightening her hold on the young girl's hand.

"Not me," Kitty plowed through. "For you. He was talking about you, this Ananasi guy. He kept muttering these same words over and over again, it sounded like that Wandering Goddess name he called you, but he seemed so mad . . . crazed . . . like he was using magic or something."

Ororo's throat tightened. "I-"

Logan's gruff voice echoed through the room as he cleared his throat, and Ororo turned towards the door where he stood, then back to Kitty. "I'll- I'll be right back."

* * *

><p>"What is it?" Ororo whispered fiercely, when Logan drew her out of the MedBay.<p>

"We couldn't find him, now listen-"

"Couldn't find him!"

"Listen 'Ro," Logan said heavily, taking her by the shoulders. "We'll find him, okay? If he's not on the grounds or inside the school, it means he's run off. But tomorrow we'll take the jet and-"

"No. No he's here." Ororo was looking away, shaking her head. "He's here."

"I would smell him, listen, Storm." Logan forced her to look at him head on. "It'll be okay. I promise."

Ororo tensed and Logan felt the pressure in the room drop. "Storm-"

"You can't."

"What?"

"Promise," Ororo said. "You can't promise that."

Teachers' Dorms, Xavier Institute

Ororo slept badly that night. She slipped in and out of dark dreams where shadows covered her face, preventing her from breathing.

Giving up on sleep, she moved to open her window. Her only request upon first coming to the school was a room with a wide window and a balcony.

"So afraid to again be buried beneath heavy stones, Mabedui Wa Kike."

Ororo gasped and the windows snapped open with the force of the gale that arouse from her surprise and terror. "Ananasi."

The lean, long haired man grinned at her. "Oh yes, goddess. I have come for you again. You belong with us . . . Well," he waved his hand in a magician's pass, revealing a rattle of bone, "Your power does. Your soul belongs back in Africa . . . with me."

"You can't-" Ororo froze, as the room around her began to shake. "No. No-"

"Yes, yes, goddess," Ananasi crooned as the plaster fell from the groaning walls, Ororo screaming when her dresser nearly crushed her as it collapsed. "Yes, send me your soul, so I can take you home . . ."

"Ororo!"

The weather-witch sat bolt upright when the water was doused over her. In sudden rage, she whipped her arm at the one bearing the bucket, and Logan flew across the room.

"Storm, calm down! It's okay, it's me! It's Scott! It's Scott!"

Blazing white eyes met his shaded ones as the room around the X-Men leader raged with the full power of the storm queen. Then, slowly, the milky whiteness faded and scared brown eyes ranged around the devastated bedroom.

"Oh God," Ororo whimpered. "Not this. Oh God."

**COMMERCIAL BREAK**

* * *

><p><span>War Room, Xavier Institute<span>

"We must be cautious."

The X-Men young and old were all gathered bright and early and no one made a sound as they listened to the Professor. Every now and then someone would cast an uncertain glance over at Ororo, whose brown skin had an unhealthy pallor to it and who shivered even though the room was quite warm.

"Clearly this man is a formidable physical opponent and he obviously has some kind of psychic powers, as I have been unable to track him down using Cerebro. We will split into teams: Cyclops, Bobby, and Piotr, you'll patrol the lower levels. Wolverine and Jubilee, you'll take the grounds. Rogue, Remy, you'll take the upper levels-"

"I'll take the second floor," Ororo offered abruptly. Even the Professor's face showed uncertainty at that, but he nodded. "Very well. Kitty, if you would like to accompany Storm-"

"I'll go too! With Professor Monroe- uh, Storm I mean," Sid offered clumsily.

Xavier nodded. "Very well. I want you all to exercise extreme caution and if you see this man, or any suspicious activity, I want you to contact me immediately, and I will alert you all. No one is to take on this man alone."

Grounds, Xavier Institute

Logan sniffed for the third time and growled loudly.

"You get something?" Jubilee asked eagerly.

"That's just it, Sparks," Logan said, irritated. "I'm gettin' weird scents. I can smell that our buddy was here at some point, but I can't trace it now. Somethin's confusin' the scent."

"Maybe he's found a way to mask it?" Jubilee offered. "Like, with pepper or something?"

"Don't smell like pepper," Logan muttered.

Lower Levels, Xavier Institute

"What if he's not here?"

"He has to be, Iceman," Scott replied, using Bobby's codename to indicate that he needed to take things seriously. "He's just using his powers to shield himself while he tries to get at Storm."

"That's just it though," Bobby argued. "What if he's not doing anything to Storm? It seems like she's terrified of the guy all on her own. I don't know, maybe there's something we're not-"

"Excuse me," said Piotr, unfailingly polite when interrupting, even in serious situations, "but did anyone hear that?"

Third Floor Hallway, Xavier Institute

"I hope we can get this guy before he drives Professor Monroe as crazy as the rest of us," Rogue noted, opening and closing a door to a classroom after quickly scanning it for anything unusual. "We need at least one sane adult on the premises along with the Professor."

"Don' know," Remy mused. "Maybe it's ol' Storm's time for a bit o' a break from bein' the responsible one, n'est-pas? If anyone deserves it, she does, oui?"

"It doesn't seem like she's enjoyin' it Rem'," Rogue pointed out. "I mean-"

Rogue's boyfriend caught her eyes with his red-and black ones and motioned for silence. Rogue nodded, inching slightly towards a fighting stance. If the ex-thief thought he heard something, she would listen.

Remy waited for a long minute, and then sighed aloud. "False alarm, chere. This one must be gettin' rusty."

Rogue rolled her eyes. "Oh, for the love of God, Swamp Rat, you-"

Rogue didn't even have time to finish her sentence before Remy whipped his bo staff out and leapt into the air swinging. Even she couldn't suppress a gasp when her beau landed on the floor atop a struggling skinny black man with long hair and powdered skin.

"Yup," Rogue recovered. "That's him."

Remy grinned up at her. "Had to keep him off guard, chere. Couldn't let this one crawl away like a lil' spider again, non?"

"Non," Rogue agreed, bending down to grab the man's abundant hair. "Ananasi, is that your name, sugar?"

"Yes," the man nodded. "The goddess, she has told you about me."

"Oh, she surely did," Rogue said silkily. "Told us you'd come to drag her back to your backwoods home and that just ain't nice, now is it, Remy?"

"Downrigh' ungentlemanly," Remy agreed.

"No," Ananasi shook his head. "I did not. Neither did I hit your young friend."

"Oh, no?" Rogue asked. "You got a twin?"

"No, far much more," Ananasi informed. "I was possessed. Taken over by-"

"The big bad wolf? A zombie? Freddy?" Remy mocked.

"You must listen," the man pleaded, the desperation naked in his eyes. "I need to warn the goddess. This creature, he cannot be fought by storms or hands. He can take your mind and your will and make it his own."

"But somehow you're jus' fine now, hein?" Remy pointed out.

"Because he has left me," Ananasi explained. "Fled my body, and found another."

Second Floor Hallway, Xavier Institute

"So, this guy, he was your friend?" Sid questioned.

"You could say that," Ororo replied.

"A really good friend who betrayed you," Kitty put in. "Is there anything worse?"

"Why . . . yes, I suppose he was. And . . . I guess not," Ororo conceded.

"Someone trying to drag you back," Kitty continued. "Into the mud and the squalor and superstition. Make you run naked with the antelope? Bring rain for all the painted worshippers?"

"Just one minute, Katherine Pryde." Ororo whirled around, her face icy with anger. "Now, as far as I've heard you've never traveled to Africa and though you may be angry at one man, that is no reason to indulge in those kinds of prejudices-"

"Why not?" Kitty snapped, grinning, and Sid took a step back from her. "You have. You scorn the people who worshipped you, you bury yourself in science, and you thank gods you don't believe in every day that you are evolved and cultured and free of blood magic and darkness-"

Ororo grabbed Sid by the shoulders and pulled him back against her as Kitty advanced on them. Sid choked on a scream as the petite mutant's eyes seemed to fill up with black smoke from the inside.

"So why lie?" Kitty-Not-Kitty hissed. "Give up your own prejudices, and come bury your soul back in the blood and the night with me."

Ororo's throat finally unfroze enough for her to release her scream.

Third Floor Hallway, Xavier Institute

"And you expect us to believe a demon possessed you to attack Kitty?" Rogue snapped.

"There's more things on heaven and earth . . ." Remy muttered.

_Rogue._

"Professor?"

_Rogue, ask him if he will let me into his mind. We should soon learn the truth of this._

"Alright, Lady Smith Black Mumbaza," Rogue said, grabbing Ananasi by the scruff of his shirt. "My teacher's gonna take a little walk through your mind and see if you're lyin' to us, how's that?"

"I speak only the truth," Ananasi said calmly.

"He's all yours Professor," Rogue offered.

Ananasi closed his eyes and relaxed.

"Professor?" Rogue asked aloud.

_Quite, please Rogue. God . . . I know this man._

"This guy?" Remy glanced down at the man on the floor.

_No_, the Professor answered. _The entity which possessed his body. Yes, he told the truth. But how . . ._

"Wait, sir- you're sayin' there really is a demon around possessin' people?" Rogue squeaked.

_Not a demon Rogue,_ Xavier spoke inside her mind. _A mutant. A mutant of terrible power. Amahl Farouk, the Shadow King of Cairo. A telepath without my compunctions against controlling others minds. But even he could never take over another's body . . ._

Ororo's scream rent the air around them.

"The goddess!" Ananasi's eyes flew open.

"C'mon," Remy grunted, grabbing Ananasi and shoving him to his feet. "Let's go."

Front Lawn, Xavier Institute

"That look like a natural storm to you?" Jubilee asked tremulously, pointing at the swiftly approaching thunderheads.

"No," Logan growled. "It looks like 'Ro's startin' to crack again. C'mon!"

Lower Levels, Xavier Institute

_Scott, Bobby, Piotr. Rogue and Remy have found Ananasi, but our true culprit is a different entity altogether - and he's with Ororo._

Scott turned to the two younger X-Men who nodded that they'd received the message. "We're on it, Professor."

Third Floor Hallway, Xavier Institute

"C'mon, can't you move?" Remy roared at Ananasi, pulling him along. "We're almost at de stairs, us-"

Ananasi was shaking his head and digging in his heels.

"Remy, let's go!" Rogue demanded, turning around to gesture to her boyfriend. "We-"

Rogue screeched as the young boy banged into her. Her reflexes took over as she grabbed him by the shoulders and slammed him up against a wall.

"Sid!" she hissed, letting him go when she realized who he was. "I could'a taken your head off!"

"I'm sorry! I'm sorry," Sid said. "But it's Kitty. She, she went crazy- her eyes went all black and she-"

"Like she was possessed?" Rogue questioned. "Like-"

Sid wasn't an exceptionally large kid but he packed a big punch and Rogue wasn't expecting it. She stumbled backwards, clutching her jaw. Remy snarled, grabbing Sid around his neck and slamming him into the wall a second time.

"The hell was that, homme?" Remy screamed. "The hell was that?"

"Remy," Sid choked. "'Be-behind . . . behind you-"

Remy glanced over his shoulder just in time to see his girlfriend's eyes gleam an evil black before her fist collided with his face.

Second Floor Hallway, Xavier Institute

"What if she ran back the other way?"

"Just keep moving," Scott ordered, rounding a corner to see-

"Kitty!"

Bobby rushed to the small mutant's side, helping the groaning girl to raise her head up off the floor.

"ShadowCat where's Storm?" Scott asked, ignoring Bobby's glare as he and Piotr helped Kitty to her feet.

"She- she ran outside," Kitty coughed. "Guys, he was in my head - I couldn't help it, I attacked Sid and he ran off . . . it was too weird."

"Stay with her," Scott ordered the two boys unnecessarily, before turning to run down the stairs and out the banging door to the front lawn.

Ororo hung in mid-air, clutching her head as around her lightning struck again and again, rain and hail whipped trees from the ground and punctured holes in windows, and mini tornados bobbed up and down from the sky to the grass like bungee cords.

"Storm!" Scott called.

"Stay back!" the weather witch ordered, her voice booming. "I . . . I can't control it, Scott. I can't . . ."

"Yes you can!" Scott said, as out of the corner of his eye he saw Logan and Jubilee run towards him and warned them back with a hand wave. "You've got the control. You always have it."

"No," Ororo moaned. "I'm . . . I'm going mad, Scott. Just . . . just like Jean."

Scott's throat tightened, but he shook his head. "No. This isn't madness, Storm. It's a mutant. A mutant took over Kitty and it's trying to make you doubt yourself but you can do this. You've just got to let us help you."

"It hurts . . . it hurts all the time . . ."

Ororo gave a strangled cry and a bolt of lightning hit her full on, tying her like a white hot cord to the sky before vanishing as the white-haired goddess plummeted to earth.

Logan jumped into action, running forward to catch Ororo heavily in his arms as Scott and Jubilee rushed towards him.

"Hey, you alright, 'Ro?" Logan said in one of his less gruff tones.

"Give me a moment to tell," Ororo moaned.

"Hey!"

The four mutants turned to see Remy, Sid, and Ananasi sprint across the lawn towards them. Ororo shrank back from the long-haired man, but Sid shook his head.

"It's not him," Sid explained. "It's . . . this other guy . . . Aman . . . Amala . . ."

"Amahl?" Ororo breathed.

"Yeah," Remy said with a snarl. "An' he's got Rogue. She- he made her knock us out and ran off."

_Scott, Ororo, Logan, students_, the Professor's voice rang in their minds._ Quickly, everyone convene in the War Room._

War Room, Xavier Institute

"We gotta find Rogue," Remy demanded as soon as the X-Men were gathered together.

"And we will Remy," Xavier answered calmly. "We simply need to gather all our information and determine what we know about this being."

"Amahl Farouk," Ororo said weakly. Logan helped her to sit. "He was a crime boss in Cairo. I . . . worked for him. Not by choice. He had a . . . hold over us."

"Indeed he did," Xavier put in. "He was a powerful psychic who used his influence to force others to steal for him. But I vanquished him. I have no idea how he could have come back into his power now."

Ananasi was prowling around the rim of the room, his unfocused eyes watching the floor.

"How did you . . . vanquish him?" Scott asked, frowning at the use of the extreme term.

"I defeated him," Xavier explained. "In a psychic battle. He then fell into a coma and then died when his mind could no longer support his body."

Ananasi knelt down and began waving his hands a few inches above the floor.

"So how is he back now?" Bobby asked.

"Perhaps he has found a new human host," Xavier surmised. "It would explain his ability to take over others' bodies and use them for his own purposes."

"What I want to know is how we're gonna find Rogue!" Remy demanded.

"Remy, please." Ororo raised her hand.

"The boy's heart is guiding him where your minds fail you," Ananasi spoke up.

"Bub, I don't recall anyone asking for your advice," Logan growled.

"And a good thing too, or I would not have been able to break this spell," Ananasi announced before clapping his hands loudly. Before him Rogue suddenly appeared lying groaning on the ground where she had not been a moment before.

"How the hell did you do that? What did you do?" Logan growled as Remy ran over to Rogue's prone figure.

"I simply showed what was there," Ananasi explained, standing up to face Professor Xavier, his dark eyes boring into the old man's hazel green ones. "What was hidden from us. Our eyes saw it but it was blocked in our minds."

"What the hell are you talkin' about," Logan growled.

"Oh very well then," Xavier said, giving a cold chuckle. "The game is up I suppose."

He continued to laugh as his eyes went black.

**COMMERCIAL BREAK**

* * *

><p><span>War Room, Xavier Institute<span>

"Professor-"

"Keep away from him!" Ananasi barked. "Touching him will let him inside of you."

"We have to help him!" Scott roared.

"No!"

Xavier struggled and a little of the black faded from his eyes, leaving them a warring ground for the two basest colors. "He . . . is right . . . I cannot control this man for long . . . go . . ."

"But Professor-" Scott began.

"Go!"

Front Lawn, Xavier Institute

"Okay, well now what the hell do we do?"

Scott turned to look at Bobby and his eyes ran over the X-Men. Remy supported a limping Rogue, while Ororo shakily stood beside Logan. Jubilee, Kitty, Sid, and Piotr stood around Bobby, who had crossed his arms and was staring the team leader down.

"I don't know," Scott admitted, quickly following up with, "but we should evacuate all of the children from the school. Get them somewhere safe-"

"Where's safe?" Jubilee pointed out. "If he's got the Professor's powers he can reach us no matter how far we run."

"We should have stayed and helped him," Bobby accused.

"No." The X-Men turned to Ananasi who shook his head. "No, there is only one way to help him. We must destroy the evil spirit which haunts him. The spirit which has taken hold of all of us."

"You mean Amahl," Sid stated. "Who is this guy?"

Ananasi turned to raise an eyebrow in Ororo's direction. She swallowed.

"Amahl Farouk. He's a crime lord. He called himself the Shadow King. He forced a lot of Cairo urchins to work for him. When the Professor found out, he . . . disagreed. He defeated Farouk in a mental battle and Farouk died. He died! So how is he back now?"

"As a telepath maybe he found a way to exist as psychic energy," Kitty offered. "He seems to be doing fine as long as he has a host body."

"So how the hell do we get rid of him?" Logan growled. "None of us are telepaths!"

"You do not need to be a mutant to defeat this man," Ananasi stated calmly. "You need magic."

"Oh, that's great, Papa Voodoo," Logan scoffed. "But we're used to fighting this kind of thing with stuff that really exists."

"No, you' not." The others turned to look at Remy, Rogue craning her head onto his shoulder. "Sorry, but dis one's seen his fair share o' magic and this is it, mes amies. We don' need a telepath we need a mambo or a houngan to exorcise this devil."

"Oh, please," Scott rolled his eyes.

"I think he might be existing on the spirit plane," Sid put in. "My grandfather taught me how to reach it. Maybe if we can battle him there we can help the Professor defeat him for good this time?"

"This is insane," Ororo snapped. "We are not- not witch-doctors and shamans! You are all mutants. We're all mutants. We'll fight him off the way we always do - like mutants."

"You did not always fight like a mutant," Ananasi said slowly.

"Because I didn't know better!" The wind raised with Ororo's voice. "I am a mutant, an evolved human, I have atmokinesis, I'm not a witch-"

"You once knew how to kill an evil spirit and heal a soul," Ananasi continued inexorably.

"You're trying to drive me crazy, just like Jean!"

There was silence between the X-Men as the wind raged around them. Slowly, painfully, Scott walked over to the weather-witch.

"Storm," he said carefully. "We're always finding out new ways that our powers work, new mutations. Maybe this is just his way of describing his. All I know is we need to try something. We can't let the Professor fight this alone."

The X-Men waited. Ororo closed her eyes and slowly the wind died down.

"Okay," she said, in a voice barely a a whisper. "But I promise nothing."

* * *

><p>"What is that stuff?" Bobby asked as Ananasi sprinkled a powder over the makeshift fire Logan had started on the grounds.<p>

"The powdered horn of a dead rhino and baby sweat."

Bobby blanched and Ananasi grinned up at him before breaking off into a cackling he-he-he of a chuckle.

"No, boy. Salt, sulfur, and a root from my home country," Ananasi explained. "It will help to guard our bodies so that the Shadow King cannot take them while we journey to his realm."

"Is that what's on your skin?" Rogue ventured. The man shook his head with a good-natured smile.

"No. Only white powder. It shows I travel among the spirits and belong to a different land." Ananasi glanced over at Ororo who sat unblinking beside Sid. "The goddess once wore only this powder on her skin."

"You know we have powers too," Kitty put in. "Does that make us demi-gods or something?"

Ananasi smiled sweetly but shook his head. "As you would say in America, a very nice try. But it is not only your abilities which make a goddess or a god. It is a person who arrives at the right time, sent to help a people, with a connection to all on the earth . . . who comes from the earth, and will go home to it someday."

"I'm not a goddess, Ananasi," Ororo spoke up. "Just a mutant with mutant abilities."

Ananasi just smiled. "As you would say. The time is ready now. You and I and the boy will travel while the others watch over us."

"What if something happens to you, when you're . . . asleep?" Scott asked uncomfortably as Sid and Ororo lay down. The smoke from the fire was rising and the others stepped back so they wouldn't also be overwhelmed.

"I will make sure the boy and the goddess return to their bodies before the Shadow King can catch them," Ananasi promised significantly. Scott glanced at the other two and then nodded. The slim man lay down near the prone bodies of Ororo and Sid and began to hum under his breath. The surrounding X-Men waited, and then suddenly the fire blazed higher.

"I hope to God we know what the hell we're doin'," Logan breathed.

Somewhere...

"So, we're just in a desert?" Sid questioned.

"Amahl is from Egypt," Ororo explained, looking around the blinding expanse that seemed so real. "He must feel most comfortable here."

"But I thought we were meeting him on the spirit plane," Sid questioned. "I've been here before, it doesn't look like this."

"He has grown powerful in this world," Ananasi explained, walking forward slowly. "He is creating it to his will. Everything is your will here. And the strongest will, will win."

"But- ah!"

Sid pulled back, clutching his ankle.

"What, what?" Ororo asked, rushing toward him and halting as a tiny army of yellow scorpions surged towards the boy. "Deathstalkers."

"What?" Sid demanded. "Death what? This? Is this-"

"Relax, it's not real Sid," Ororo coached.

"Feels pretty damn real," Sid winced, crying out as another scorpion jabbed him.

"You just have to remind yourself you control things here as much as he does," Ororo raised her voice. "He's not in control-"

"Oh, but my dear," said a voice which came from every direction. "I most certainly do."

Ororo began to spit back a response when the ground beneath her gave way. The sand turned hard and cracked, dropping her down into a pit and then the walls crumbled around her, trapping her inside.

"No." Ororo gritted her teeth, fighting against the overwhelming fear that came up whenever she was in an enclosed space. "No . . . this is not real. Your party tricks won't work on me, Shadow King. I've seen much worse since you!"

But the voice laughed as the cave-in continued around her and it was so very like the first time; the weight, the pain, the loss of air . . .

Somewhere beyond her panic Ororo could vaguely hear singing. A song of joy past pain, of fear overcome and fires walked through. She clung to the sound like a drowning woman, letting it fill up her mind. Slowly, steadily, the walls around her melted away, the sand dripping back into place.

Ananasi smiled at her and nodded with the pride of a father before walking over the scorpions surrounding Sid and crushing them beneath his feet. He lent a hand to the boy to help him too his feet.

"It hurts," Sid winced.

"No more does it hurt," Ananasi stated, waving his hand over the boy's ankle and the swelling vanished.

Ororo smiled as she walked over to the other two. "I guess the King of Shadows didn't quite pack enough tricks in his bag, this morning," Ororo quipped.

"Do not underestimate him," Ananasi warned. "He-"

The man's eyes widened suddenly. "What?" Ororo demanded. "What-"

She followed Sid's eyes down to Ananasi's chest where a great red hand sprouted out, clutching a slowly beating heart.

Ororo and Sid watched in horror as the hand was slowly joined to an arm, then a body and a face. Amahl Farouk was a large man, his face cloaked in a dark beard, his weasel-like eyes unremarkable. He would have seemed pathetic, were it not for the six inch razors he had instead of teeth.

"You should listen to him," the Shadow King stated, ripping his hand back from Ananasi's chest, letting the man drop into the blood soaked-sand. Ororo fell to his side, lifting him up.

"It's not real," she shot at Amahl. "Ananasi, you can do it. Just- just push it aside. Remember, your will-"

"My will . . ." the long-haired man choked out, "was . . . to protect you. But . . . I cannot . . . only you can defeat him now. Use . . . your magic, Mabedui Wa Kike . . . only you-"

Ororo shook her head, tears that felt as real as any she had ever shed falling onto his face. "I have no magic."

"You have it . . . you always had it . . . re . . . mem . . . ber . . ."

Ororo watched as the light faded from Ananasi's eyes. She tightened her fists at Farouk's wheezy chuckle.

"But, he's alive," Sid said, his voice uncertain. "Right? He'll wake up-"

"Sid, I want you to leave now," Ororo instructed.

"No," Sid said firmly. "I am not-"

"I am your teacher and your elder, Forge," Ororo said with iron in her voice. She turned to look at the boy as she slowly rose. "I am instructing you now to go. Wake up."

"No." Sid shook his head as winds picked up around him and seemed to be blowing him backwards. "No-"

Front Lawn, Xavier Institute

"No!"

"Kid! Kid wake up!"

Sid's eyes shot open as Logan shook his shoulders. He pushed past the big man to look through the fire toward where Ororo's body lay, eyes closed, still unmoving.

"No, no, no! Send me back!" Sid screamed. "Send me back!"

"Calm down, kid. Tell us what happened!" Logan barked.

"The guy . . . Ananasi . . . " Sid turned to where Kitty touched the man's motionless body.

"Oh God," Kitty pulled her hand back from his chest, dripping dark red. "He's dead."

"She's still there!" Sid screamed. "Let me go back, she's still there!"

In the Astral Realm

"So you have become a woman then, little goddess," the Shadow King chuckled, circling Ororo, who never let her eyes leave his perverted face.

"I've become more than you know."

Amahl laughed. "Ah. See, you were always one of my favorites. So clever and so powerful. No wonder Xavier wanted you."

"You will let him go," Ororo declared. The Shadow King let loose his booming laugh again.

"For what purpose? I have taken a new body - the body and mind of the most powerful telepath in the world. Why would I abandon him?"

"You haven't taken his mind," Ororo surmised. "Or you wouldn't be here, fighting with me. He's proving too much for you. We'll both destroy you soon."

"Oh will you? Will you, little girl?" The Shadow King grew. His presence became that of the desert, of the sky, and Ororo felt her skin crack. She raised her hands to blow aside the winds and found none coming to her call.

The booming laugh again. "You see? You have no power in the lands of the astral and the mind. You cannot call the power of the storms here, little one. Now, I, for example . . . "

Ororo looked down at her arms and watched as her skin burned to the bone and reformed only to bleed as if struck with thorns. She felt her insides contract and her mind slip into and out of panic. She heard the cries of her friends, her students, her Professor in pain, and she could do nothing, nothing to stop it. The fire burned her again.

"Call the rains, WindRider," the Shadow King's mocking voice said. "Put out the fires before they consume you!"

Ororo stared at her hand as the fire shone around her.

_Remember._

Ororo remembered. She remembered feeling fear and dread as she walked through burning coals and leaping flames. She remembered forcing herself not to call rains but to summon the fire within so that her essence was that of the force around her. She remembered a song - a song of triumph and defiance and power.

The Shadow King had a limited range of emotions in his beady little eyes, but wonder and terror were reflected clearly when the white-haired goddess walked out of the flames. With a motion of her hand she banished them.

"It is my will," Farouk growled. "My will and my mind and my land."

"You are an unwelcome presence," Ororo declared. "You have taken what is not yours. You are a mabaya roho. You will leave this place."

"I will leave your decaying corpse in this place," the Shadow King screamed. Knives, poisonous snakes, crushing walls, blood and venom flew at Ororo. She simply made a gesture with her hands and continued forward. The snakes turned to loving pets at her feet, the blood to water. The walls dissolved and Farouk began backing up as she advanced.

"I crush you under my feet," Ororo said. "I hold power over you, and I use it to dispel you. I compel you and command you. You are dust on the road and I wash it away."

"No." Amahl shook his head. "I am the Shadow King, I own this place-"

"You are a shadow indeed," Ororo agreed and suddenly she was directly in front of him. "And I am the light of the sun, burning you from all this place."

The Shadow King screamed as she raised her arms and the brightness shone. He came apart at the seems, and as a wraith-like blackness made one last attack, streaming towards her heart. Ororo lifted her hand.

"Roho mbaya, mimi watawashinda ninyi sasa."

The scream rent the astral plane as the darkness was consumed. Ororo lifted her arms and laughed as it rained in the desert.

Front Lawn, Xavier Institute

"Woah, woah - back up people. She's wakin' up."

Ororo opened her eyes and smiled at the clustered faces around her. "It is done."

"What is done? What the hell just happened?" Scott asked. "Ananasi . . ."

Ororo got up and the X-Men parted like a river so she could kneel beside the long-haired man's corpse. "I am sorry, Mjomba," she whispered. "I forgot. I forgot everything you taught me and it almost killed me. But I promise, I won't forget again."

Taking a deep shaking breath, she stood. "Go to the Professor. I am sure he needs some help, although he should be alright."

Raising her arms she drew in a controlled wind which lifted Ananasi's body steadily, before dropping it into the flames. She felt a hand on her shoulder.

"You alright?" Scott asked.

"Yes," Ororo answered easily, her eyes clouded as she watched the fire. "But I'll need a leave of absence."

"How long?" was all the team leader asked.

"Two weeks," Ororo answered. "I need to bring him home, Scott. I need to remind myself not to feel shame for the people I came from."

She felt Scott nod behind her. "We won't hold you back. We'll be right here when you're ready to come home. Because we need you too. We need our Storm."

"I know. There is nowhere which does not need rain."

**ENDING CREDITS**

**Promo For Next Episode:**_ He's tried run from his past, but when a civil war begun by the underworld of New Orleans threatens to engulf the city, Remy must journey back to the place of his birth with his new family to confront the secrets and lies of his old._


	16. Promo!

**Mutant High Promo**

_We know you've waited...we know you've longed...and your reward is here, because this month, **Mutant High: Revolutionary** returns with brand new episodes, beginning with a two part special set in the Big Easy, following everyone's favorite Cajun down the dark streets of his past._

_So stay tuned...because school is back in session_!


	17. Chapter 17

_Hello, and thank you ALL for your incredible patience! At last _Mutant High_ returns with all new episodes, and a very special guest star who participated out of love for his native state! _

_Allons-y!_

**Season Two, Episode Three: Ain't No City**

Teachers' Dorms, Xavier Institute

"Well, if you won't tell me, I'll find someone who will!"

"You go on and try that! See how that works out for ya!"

Logan shot upright, his claws unsheathed, and then groaned. No, it wasn't the shadowy organization of his dreams coming to pry his amnesiac mind for secrets. It was far, far worse.

"Not again," he growled, throwing off his covers and stalking downstairs.

A soft shadow moved to his right and Logan whirled around, his claws pointed.

A white brow arched elegantly. "I do hope you are not planing to break up this fight with claws, Logan?" Ororo chastised gently, as she pulled on her silk robe and followed him down to the kitchen.

"Might have to, 'Ro," Logan grumbled. "They gotta have some incentive to stop this crap."

"Well, let's steel ourselves with a different sort of mettle and hope we don't need to use violence to solve this, please?" the weather witch requested before pushing open the door to the kitchen.

A bottle flew straight at Logan who smashed it aside with his fist.

"Oh dear," Ororo muttered.

"Nice shot, Stripes." Logan glared at a green pajama clad Rogue, whose faced was quickly turning bright red.

"Non, that's a lie," sneered the Cajun across from her, clad only in his boxers, "Because chere was aimin' for dis one and roundly missed."

"You're damn lucky she didn't, Gumbo," Logan grumbled, watching the cuts on his fist slowly heal. "She coulda taken your smart-ass head right off."

"She coulda tried, she," Remy growled, glaring at his girlfriend.

"Rogue, Remy," Ororo now cut in, stepping forward with a glare of her own. "Have you not both been told that this is unacceptable behavior? It is the middle of the night and you are both up trying to kill each other - I hope I don't need to tell you you are both in trouble, especially considering this is the third time you've been warned to stop!"

"We thought no one would hear," Rogue mumbled, looking down. "That's why we chose the kitchen, Ms. Monroe."

"Oh, well it's nice to know even when the two of you are trying to tear each other apart you'll still work together to get it done," Ororo observed, folding her arms.

"Yes, that is an interestin' fact," Logan grinned wolfishly. "Well, kids, if you're determined to rip each other a new one, I'm not gonna be the one to stop you. Danger Room, ten minutes."

Danger Room, Xavier Institute

"Logan, I'm really not sure this is the best idea."

"Trust me, 'Ro," Logan assured, leaning forward on the control panel as they surveyed the two warring teen mutants below. "When you've got two soldiers who have issues, sometimes the best thing to do is step back and let 'em pound it out."

"For soldiers, maybe," Ororo pointed out. "For two angry boys or two angry girls, maybe also. But for two people in a relationship?"

"C'mon." Logan lit his cigar. "Bet half the couples in the world woulda stayed together if they'd set aside time to beat the shit outta each other."

"Logan!"

"What?"

* * *

><p>"What? You got somethin' to say, Remy LeBeau?"<p>

The flexible Cajun managed to leap over Rogue's head and tug on a length of her hair before landing behind her.

"Moi? Non." He shook his head. "Jus' whistlin', me."

"Yeah, out your ass," Rogue seethed, throwing an easy-to-dodge punch at her boyfriend. "Like ya always do. Couldn't answer a question straight on if your life depended on it."

"Maybe you should ask dis one a straight question, then!" Remy yelled, losing his cool thief's composure once again.

"I would if I knew what the hell I'd seen when I was in your mind!" Rogue snapped back. "For three weeks I had nothin' but nightmares and woke up with the worst case of guilt this side of the Atlantic - and I've had Magneto and Logan in my head, remember. And I know you're back to havin' em now, but you won't talk to me 'bout 'em-"

"I never wanted to talk 'bout 'em! Why can't you jus' let it go? I never asked you to go peekin' round my head!" Remy screamed.

"You kissed me, Remy!" Rogue shot back. "I didn't have no choice in it either, but now what's done is done, and I need you to explain what the hell has got you runnin' scared, or I'll do some runnin' of my own, Swamp Rat!"

"Maybe you should, River Rat! Run back to ya nice, safe X-family and leave dis one be! You-"

_Warning: Intruder, alert. Intruder on the grounds._

"Okay," Logan announced over the loudspeaker. "You two just stay there and-"

Remy and Rogue were already at the door out of the Danger Room, and Ororo sighed.

"Oh, c'mon Logan."

"What?"

"You didn't even try that time."

Mid-Level Hallways, Xavier Institute

The two southern-born mutants raced down the Xavier Institute's echoing halls, stopping up short when a shadow moved to their right.

"Texas Hold 'Em?" Rogue whispered. Remy nodded with a lean smile.

Rogue took off down the adjacent corridor while Remy ducked into the shadows and moved on silken feet in the opposite direction. His highly trained ears picked up a hint of movement and he swept his bo staff in a cross-block that the shadow dodged familiarly. Remy growled and moved in with another blow, managing to get a direct hit before the figure stumbled back into his waiting girlfriend's iron grip.

"Play nice and don't resist, sugar," Rogue growled, holding the confused, struggling figure tightly. "Wouldn't want ya to go rippin' your own arms off. Never a pretty sight."

Remy's eyes were glowing a particularly venomous shade of red as he reached forward and harshly pulled the black-clad figure's mask off.

"You!" Logan growled as he and Ororo turned a corner and looked at the intruder's bruised face. "In' that your brother, Gumbo? The one we so clearly uninvited last time?"

"Ain' got no brother," Remy growled, his accent barely making him understandable in his anger.

"Peace, Remy," Henri chuckled. "Maybe you tell your pretty femme to loosen up her grip on dis one? Ain' gonna get far."

"Why would I do that?" Rogue spit into his ear. Henri nodded to Remy. "Look at me in the light, lil' brother."

"Don' respond to that title no more, Henri," Remy reminded, but he flipped out a card and charged it enough to examine his foster brother by. The larger man was a sickening shade of grey tinged with blue under his tanned exterior. Remy pulled back instinctively.

"So th' Assassins finally got to you, huh?" Remy made his voice harsh even as it wavered, betraying him. "What'chu do? Steal too close to home?"

Henri smiled painfully. "Home is why I'm here, little brother. Home is bein' ripped apart by . . . well, don' wanna say zombies, 'cause then you'd think the poison in my blood already reached my brain . . . but don' know of any other way to explain it."

"Say it plain and simple and quick then," Remy snapped. "You . . . you don' got much time."

"Don' I know it," Henri said coughing a bit, the blood seeping out of his mouth. "It's Julien. He's gone rogue . . . been killin' us off. All 'o us: T'ief, Assassin, civilians . . ."

"Can't be Julien, Henri," Remy insisted, forcing his eyes not to glance at his girlfriend whose faced searched his as he forced himself to compose it. "Julien . . . Julien's dead, mon homme."

"He should be by rights," Henri nodded. "But he seem like a pretty lively stepper fo' a dead man," Henri chuckled, before breaking off into a rack of choking coughs.

"Rogue - let him go," Remy instructed.

"What? Remy-"

"Look, Kid, this guy tried-"

"He's dyin'!" Remy raised his voice. "He's got Assassin poison in him. He's only got a few minutes left and he ain' gonna be runnin' or gunnin' in the time left, so jus' let him go."

Rogue tightened her lip but loosened her grip and let Henri slip to the floor where Remy knelt beside him, propping the other man up.

"T'anks chere," Henri nodded at Rogue. "No hard feelings."

Rogue snorted and looked away.

"Henri," Remy began. "Julien-"

"I know," Henri cut off. "I didn't believe it myself at first, me. But it's him. We all saw, clear as day. Shot him myself jus' a few days back. Fella got up and kept on walkin'. Runnin' actually. He's got somethin' in his system makin' him impossible to kill an' he's pickin' us all off, one by one. He-" Henri broke off into a series of painful, blood spewing coughs.

"Easy, mon homme, easy," Remy tried to soothe, but Henri grabbed his foster brother's hand.

"You gotta come home, Remy," Henri begged. "Daddy . . . Tante Mattie . . . they ain' gon' be able to hold this city together for long. Need you, lil' brother. Else the Queen herself gon' fall all the way back into the sea."

"Henri-"

Henri's eyes widened as he began coughing viciously, blood spurting out of his mouth, his nose - then, dreadfully, out of his eyes. Remy closed his eyes, gritted his teeth, and waited for the death rattle to cease, rocking back and forth as his brother met his end.

"What," Logan said after a moment of pure silence, "the hell was that?"

Remy coughed back a sob of his own, before twisting his head around to meet the burly Canadian's face with a brutal smile. "That, mon ami, was my invitation to this year's family reunion."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring:

Josh Hartnett as Julien Boudreaux

Liz Mikel as Tante Mattie

Brad Pitt as Jean-Luc LeBeau

And Ashley Judd

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>War Room, Xavier Institute<span>

"Remy, have you considered that this may be a trap?"

Remy closed his eyes and took a deep breath. The first thing out of Logan's mouth after "What the hell was that?" was "It's a trap, Gumbo." Rogue agreed, and had explained to Bobby and Kitty before he could that Remy intended to march into a trap. They in turn informed Jubilee and Jean-Paul and Piotr and Sid that Remy was walking into a trap. And so all of them were now sitting around the War Room table with Ororo, Logan, Scott and Hank while the Professor stared at Remy who counted to twenty in French and answered. "Yes, sir, I have."

Charles Xavier raised one thin brow. "And yet, I sense you have already come to your decision."

"Yes, sir, I believe I have."

"Wait, who says it's just your decision?" Rogue cut in. "I mean, if we're all gonna waltz down to New Orleans into a big trap, doesn't that mean we should all get a say?"

"I ain't askin' anyone to waltz down wi' me, none," Remy argued. "But I'm goin' and that's settled."

"You won't get more'n ten miles if we all decide to stop you," Logan growled, and Remy saw Bobby and Kitty nod.

"An' you'll need every member of this school to work together if you plan on tryin' it," Remy calmly threatened back. "Sir-" he turned to the Professor "- A dyin' member of my family came to me and begged me to help save everyone else I love down back home. Now I can't turn my back on that, sir. Not and live with myself."

The Professor sighed. "Remy, the last time your . . . family . . . this particular brother was here . . . he was trying to bring you down for a very particular brand of justice-"

"If it's a trap, sir-"

"I just need to know whether you intend to deal out some justice of your own when you go and what brand you will be choosing," the Professor finished.

Remy blinked. "Well, sir, right now all I'm thinkin' 'bout is tryna protect my family."

"Well then." Xavier nodded. "I believe that is something which the X-Men can support. But be careful, Mr. LeBeau: it's much easier to become the person you want to be and see yourself as around people who want to see that too. When we are around people who see us very differently, we tend to fulfill their expectations, rather than our own."

Hallway, Xavier Institute

"I cannot believe the Professor!"

"Never thought I'd hear that comin' from you, Stripes," Logan mused, following a furious Rogue as she careened through the halls of the school.

"He's just gon' let him go! Let him walk right smack bang into a trap," Rogue seethed.

"Kid, you know as well as I do that if your Cajun decides to slip away, he'll find a way to do it. Least this way you can keep tabs on him," Logan tried to reason. "Protect him."

"I don't wanna protect him!" Rogue raged. "I wanna rip his bourbon-drunk, cigarette smokin', hippie-haired head right off! I hate him!"

"No, you love him," Logan said, crossing his arms and leaning against the wall.

"I know, that's why I hate him!"

"Kid." Logan put a hand on the fuming girl's shoulder and then frowned when he felt the resistance. "You been doin' some pull-ups, Stripes."

"What?" Rogue whirled around and pushed his hand away.

Logan took his cigar out of his mouth. "Look. You're angry. I get it. Gumbo's a slippery bastard and if I coulda recommended a guy for you, it wouldn'ta been him. But life, especially our lives . . ." Logan bit the inside of his mouth "Well, they're too damn short, and we don't know what could happen tomorrow. If you love the guy, tell him. If anything happens to either one of you, you don't want that kinda regret hanging over your head."

Rogue swallowed. "I don't think it's safe for me to be in love with him when he's keepin' secrets on me."

"Stripes, you're already in love," Logan reasoned. "Nothing is safe. You might as well aim for the best."

Blackbird Hanger, Xavier Institute

"I've never been to New Orleans," Kitty said as she stuffed her computer into her pack. "Should be interesting. And if it isn't, there's always the fighting of two ancient crime syndicates."

"At the very least the food should be good enough to give us all diabetes," Bobby agreed. The group ceased their banter when a stone faced Remy boarded the plane and strapped himself into the seat beside Ororo, who was gearing the Blackbird up.

"Is uh . . . is this everybody?" Bobby tried to ask nonchalantly, while Kitty, Jubilee, Sid, and Piotr gave each other significant looks.

"We ready to go?" Ororo called back.

"Looks like," Remy murmured, his face staring forward.

"Wait!"

"Wait, wait," Logan followed up as Rogue leapt onto the plane and strapped herself in.

"Logan." Ororo grinned. "You sure you're ready to fly again so soon?"

"I'll be fine," the burly Canadian growled, while the other passengers hid their smiles. Logan's last flight mission had gone . . . badly.

"Well then," Ororo stated, pressing the final button needed to send the jet into the air, "Let's go on down."

560 Miles Above New Orleans, Louisiana 

"There - righ' down there," Remy breathed, pointing. "The Garden District, Carondelet Street. The big white house with the twin oaks roun' back. The LeBeau family house."

"Well, there's enough space to land the jet in the backyard," Ororo determined. "But if you want us to find a place a bit further off . . ."

"Non, no." Remy shook his head just slightly. "Might as well jus' announce our presence clear out, us."

"You know what kind of reception you'll be gettin', Gumbo?" Logan asked bluntly. Remy looked down.

"Can' rightly say." His red eyes followed the outlines of the 19th century mansion. "Dans le noir, dans le feu."

New Orleans, Carondelet Street, Outside The LeBeau Family Mansion

"Alright," Ororo briefed as the door to the jet slowly lowered. "We'll all just act as backup to Remy, and while he's here we'll-"

Seven guns pointed at the X-Man.

"Follow his lead," Ororo trailed off.

Logan growled and seven guns cocked simultaneously.

"Don'," Remy warned, stepping forward and making a sign with his hands. One of the guns lowered slightly. "Remy? That you?"

Remy took another slow step forward. "Yes, ma'am."

A solidly built black woman dressed in turquoise lowered a Remington and moved into the light cast by one open window. "Oh my Lord and saints," she breathed. Then, "Jean-Luc! Jean-Luc LeBeau! You come right here, right now!"

"Don' yell at me, woman, you wanna cause another shootout-"

Jean-Luc LeBeau, head of the Thieves Guild, lowered his gun and moved with an unreadable face towards the shorter figure. He was of typical height, with green-blue eyes nothing like Remy's scarlet. Yet he had the same shoulder length hair, same ready stance, same lithe, muscular build.

"Remy?"

Remy swallowed. "Hi Daddy."

"Dear Sweet God," Jean-Luc said gruffly.

"This one," Remy began, then stopped. "I came back to tell you-"

"Tell me?" Everyone bristled at the tone in Jean-Luc's voice. "Who the hell do you think you are?"

Remy opened his mouth.

"What the hell did you think you were doin' runnin' off on us?" Jean-Luc seethed, his voice low and deadly. "Leavin' us high and dry? Abandonin' your family, lettin' us deal with your shame?"

"I-"

"And how dare you come back now? Without tellin' us? Without givin' us even the meager courtesy of a how'd you do? Landin' down here in some fancy jet with a bunch of folks dressed weirder'n your aunt at Mardi Gras?"

"I-"

"You're an ungrateful lyin', reckless, no-good, damn fool, you are, you saint's blessed, lucky handed, drive-a-man-mad son of mine-"

The Thief King launched towards Remy and pulled him into a bone crushing hug which lifted him off his feet. Both men began to shake with steady building laughter which graduated to whoops and hollers of joy.

"Well," Logan muttered. "That explains a hell of a lot."

**COMMERCIAL BREAK**

* * *

><p><span>Outside the LeBeau Family Mansion, Carondelet Street, New Orleans<span>

"So this the family you left us fo'?"

Remy gave a small bow and gestured with a wide smile to the X-Men frozen in place. "Yes, sir."

"Seem a bit stiff, son," Jean-Luc pointed out.

"Well maybe they ain' used to your personal brand of hospitality," the woman beside him said pointedly, looking at the guns still raised at the group.

"Well, I don' know . . ." Jean-Luc folded his arms. "Remy, t'ink we can lower those guns and give these folks a pass?"

"I vouch for them, sir," Remy stated, his irrepressible smile still out in full force.

"Tous dehors!" Jean-Luc raised a hand and all the guns went down.

"Well then." The imposing woman in turquoise stepped forward. "Now that we behavin' somethin' like civilized folks, I think it's time you introduced everyone, Remy."

"Yes, ma'am," Remy nodded again. "This righ' here is Professor Logan. This is Professor Monroe."

"Enchante," Jean-Luc gave a little bow of his own.

"This is Bobby, Kitty, Piotr, Jubilee, Sid," Remy went down the line. "And this here is Rogue."

"Pleased to meet you, ma'am," Rogue said, giving her hand out to Remy's father and his companion to shake, her own southern background kicking in.

Jean-Luc raised a brow to his son and grinned, while the woman touched Rogue's hand with her own gently, her eyes doing a quick, thorough sweep of her face.

"And now us," the woman prompted Remy, who swallowed and nodded, and Bobby and Piotr had to suppress laughs at their normally irreverent friend carefully towing the line.

"Yes: this here is Mattie Baptise, my aunt," Remy gestured to the woman.

"Apparently I'm everybody's aunt," Mattie put in, pursing her lips. "Ya'll can call me Tante Mattie like everybody else do. I won't be offended."

"Over here is Jim, Antoine, Leon, and Macky," Remy gestured to the men who stepped forward, lowering their guns and raising their hands in salute. "Then LaDonna, Angelique, Simon, and DeAndra."

"I'm Jean-Luc LeBeau," Remy's father announced. "And I think we all got a lot of talkin' to do, us."

Living Room, The LeBeau Mansion, Carondelet Street, New Orleans

"Well, now that we're all seated," Tante Mattie began, before whirling around to smack Remy across the face and the head, "where in the name of God and all the saints have you been? Did ya even think to call? No you did not! You run off and leave me worryin' like mad, fit to jump off the Causeway!"

"Your aunt was worried about you, Remy," Jean-Luc demurred, leaning lazily in his chair near the rich, antique fireplace as the older woman continued to wallop him. "You shouldn't make your aunt worry. Not at her age."

"Now don't you start," Tante Mattie warned.

"Wow," Bobby mused, leaning back against the beautiful couch in the peach colored antebellum sette. "I guess no matter where Gambit goes - he's always being smacked around by women."

"And he usually deserves it," Rogue put in, earning a guffaw from Jean-Luc. "Alrigh', Mattie, I think the boy got the idea," he waved.

"Please, this one? Him need a beatin' my gentle heart wouldn't be able to give to get some sense into that head," Mattie grumbled, giving Remy one more slap before reclining gracefully on a mahogany chair.

"This one's head can barely handle what you' gentle heart gives out as it is," Remy grumbled, before sinking down onto the couch besides Rogue.

"Well now." Jean-Luc leaned forward, threading his finger's together, his mouth twitched under his beard. "Not that we don' appreciate you bringin' our boy back, but why now?"

"He got a message from his . . . brother," Ororo glanced quickly at Remy, who turned away, "telling him to come here . . . that you needed some kind of help?"

"Henri?" Jean-Luc leaned forward. "You seen him?"

"He's gone home, Daddy," Remy said, raising his red eyes to meet Jean-Luc's blue-green ones. "He gone home. The body's in the jet. It was Assassin poison, but he said . . . he said . . . he said Julien was still . . ."

Jean-Luc and Tante Mattie shared a look.

"Is it true?" Remy demanded.

"Is Julien still alive?" Jean-Luc put in. "No. Is he still around? Looks like it."

"You're sayin' it's true? He's a zombie?" Remy frowned.

"I don' know what that boy is," Tante Mattie said darkly. "He sure as hell ain' human, and he's nothin' blessed by God."

"But if he's not dead . . ." Remy strained.

Jean-Luc closed his eyes. "Son, righ' now the Guilds are in too much of a mess tryin' to work out what he is and why he's been killin' so many of us off to even think about what it means for you. But I promise at the next Guild meetin', I'll bring it up. You can't be blamed for a dead man if he don' stay dead."

"What kind of a mess you in?" Logan asked.

Remy swallowed, and looked down. Jean-Luc sighed.

"Look, we appreciate you all comin' down with Remy here," Jean-Luc addressed the X-Men. "But we don' need you to help fix our problems. These are our people, this is our city, and Remy's our boy. We won't drag you into anythin' not your affair."

"You mean leave?" Rogue spoke up, laughing incredulously. "Oh hell no. Beg your pardon, but I'm not goin' anywhere as long as Remy is down here and in trouble."

"Yeah, we didn't come all this way to just drop him off," Kitty agreed. "I can't imagine what he'd do without us to look after him."

Jean-Luc raised both brows. "Well then. If ya'll're determined to stay, I guess we should look at gettin' ya'll some rooms."

"I'll make sure you all eat," Tante Mattie stated, then waited a moment before clearing her throat with a pointed look at Remy.

"Now?" Remy said, with just a hint of whine.

"Oh yes, right now," Tante Mattie stated flatly. "You think jus' 'cause you waltz back in you get out of doin' you' share?"

"Remy, you can cook?" Kitty asked, mouth agape.

"Can he?" Tante Mattie harrumphed. "Will he? Oh yes ma'am. Can you imagine me tryin' to feed this boy all by myself, way he eats? He betta be helpin. You get up and come to the kitchen."

"I can help, if you need it," Rogue offered abruptly, blushing, and was rewarded with Tante Mattie's warm smile.

"Yes, thank you, Rogue. You're very welcome."

"Well, last time I was in a kitchen, I nearly burned the place down and she drove me outta there with a hot griddle," Jean-Luc announced, getting up. "So I'll show the rest of you around the place."

Kitchen, Le Beau Family Mansion, Carondelet Street, New Orleans

"I haven't made biscuits in ages," Rogue laughed and added extra shortening as Tante Mattie chuckled and stirred the huge soup pot on the stove. "Feels like home. Well . . . old home."

"And where's old home to you? Not up North with the rest of those Yankees," Mattie deduced.

"No, ma'am," Rogue acknowledged. "I'm from Caldecott County, Mississippi."

"Practically Louisiana's cousin," Tante Mattie affirmed with a satisfactory nod.

"So, uh . . ." Rogue rolled the dough. "Have you known Remy all his life?"

"If that's the politically correct way a' askin' if I'm his mama, then no," Tante Mattie said with an expression that signaled it was alright to laugh. "But I did have the privilege of raisin' that ridiculous boy. Ever since Jean-Luc picked him up off the streets I've had to run after him and keep him outta trouble. You cannot imagine what a trial from God that has been."

"Actually, I've got some kind of idea," Rogue snickered.

"This one cannot hear you," Remy stated primly, as he chopped vegetables. "This one assumes you are speakin' of his wonderfulness, you." Tante Mattie rolled her eyes and threw a pinch of spices at him, making both women laugh and Remy sneeze.

"But," Rogue said, still smiling, "you say . . . dragged him in off the streets. Was that a figure of speech, or . . ."

"Well, Jean-Luc didn't exactly pick him up, he wasn't left on a church doorstep," Tante Mattie demurred. "But children in the foster system can fall in with the wrong kinds of people, 'less you find 'em a stable home. Of course, in Remy's case, I guess he got picked up by jus' the right wrong kind a' people," she chuckled.

"So, you're sayin' Remy is adopted?" Rogue questioned. "You -" she turned to Remy "- you're adopted?"

"He hasn't tol' you that?" Tante Mattie's voice lifted. Remy looked away. "Remy - go get some sacks of flour from the back pantry, and take a long time doin' it."

"But then you'll jus' talk 'bout this one when he ain' here, you!" Remy protested.

"Of course," Tante Mattie imitated his squeaky tone. "Why you think I'm tellin' you to leave?"

Remy grumbled, but after another scorching look from Tante Mattie, did as he was bid.

"So what has that boy told you?" Tante Mattie asked Rogue gently.

"Not much," Rogue confessed. "He doesn't really talk about his past. To be fair, I don't talk about mine too often either. But when Henri . . . his brother . . . came in with those Assassins to drag him back, we all kinda found out all of a sudden. 'Bout how he ran, 'bout him . . . and Julien . . . the Guilds . . ."

Tante Mattie nodded. "Most of the Guild was surprised when he ran. He coulda made a defense for himself and he would'a known they'd come lookin' for him." Tante Mattie sighed. "But I wasn't. Remy has the hands and eyes of thief, but he ain' got the stomach or the heart of a killer. And sooner or later he was gonna hafta make a choice 'bout stayin' where he was sure to get blood on his hands."

"Well, things ain' exactly safe up where we are," Rogue confessed. "We get into trouble a lot ourselves."

"And how much . . . 'trouble' have you two gotten into?" Tante Mattie asked significantly.

Rogue colored redder than the pair of frying tomatoes on the skillet, and looked down. "We haven't . . . I mean . . . I have a skin . . . condition. Makes touch . . . a problem."

"But you are together? Or am I gettin' old and my intuition waning?" Tante Mattie continued.

Rogue swallowed. "Well we were . . . I mean we have been . . . for 'bout a year now. We've been fightin' a lot lately though . . ."

"I see." Tante Mattie nodded. "Well, don' be 'fraid of a little fight. I've made sure the boy's got a thick skull and if you need to crack it a few times to get him to see straight, you go right on and do it."

"That's jus' plain unfair, c'est inequitable!" a voice from behind the door whined.

"Did we say you could come in?"

Upper Level, LeBeau Family Mansion, Carondelet Street, New Orleans

"So ya'll are mutants."

Logan raised a thick brow as the King of Thieves offered him a light. Ororo was walking ahead with the other X-Men, moving through the many rooms of the old mansion.

"Yeah," Logan answered evenly, setting afire his cigar and taking a few deep puffs. "That a problem?"

"Never was to me," Jean-Luc stared ahead, eyes cloudy. "Plenty in the Guilds had strong feelings when I took in a little boy with the devil's own red eyes. Some wanted to kill him, some wanted to worship him, some just wanted him as far 'way from themselves as possible, them. Imbeciles et fous. Remy had a hard time of it, couldn't shield him from everythin'. When he started to go through those changes . . . once he almost blew the whole house sky high. New Orleans has seen a lot of violence with mutants - so many of 'em get kicked out by they families they go and join gangs and go on robbin' and killin' sprees. Then they started recruitin' them into the police, and the whole thing went sideways."

"Aren't your Guilds a part of all that?" Logan questioned.

"Non, no." Jean-Luc shook his head, his long hair whipping back and forth like Remy's. "Il est compréhensible - we specialize in high stakes crime - stealin' from the rich and questionable so they ain' in a position to go the the police. Assassins kill on the same level - we got involved when things seemed like they would wreck the City herself. But fo' the mos' part, we stay outta it." Jean-Luc nodded at Bobby and Piotr. "Your . . . students. They scan each room fo' the easiest places to exit, for blind spots, fo' ways to stand guard. What you teachin' em up at that school?"

"Ways to survive as a mutant," Logan answered curtly, but Jean-Luc just nodded equitably. He pivoted, turning so his back was to the other X-Men and he was facing Logan and spoke as if addressing someone over the man's shoulder.

"You' school," he said, twirling his cigarette in his hand. "Migh' be the best place for Remy. Much as I wan' him here, he'll always be a mutant to some. He could use it to his advantage, take my fancy seat when I'm gone. But it'll cost him in blood. I know."

"Well, I can't promise you we're any safer," Logan remarked. "We've got a whole . . . apocalypse a week thing goin' on back up north."

"Yeah, but . . ." Jean-Luc shrugged heavily, then glanced a pointed, searing look sideways at the Canadian. "You seem like the kind 'a man knows there's a world of difference 'tween bein' one among a nest a' killers, and havin' violence to your front but a friend at your back."

The two men stared each other down and then slowly joined each other in a grin.

"You want a beer?"

"God, yes."

Upper East Guest Rooms, LeBeau Family Mansion, Carondelet Street, New Orleans

Rogue had barely closed her eyes to sleep when her body reacted with the same alertness it had been showing each night for the past few months. She didn't know if it was a holdover from absorbing Remy or simply a natural factor of hanging around the thief so much, but she slowly and silently padded across the floor of the stunning old antebellum bedroom to follow the shadowy Cajun down the hall.

Remy paused besides a small bookshelf by the top of the stairs, pulled out three leather bound tomes, and slid one further into the shelf. He stepped back as the panel of wood below his feet dropped open and skipped down the revealed stairs with easy practice. Rogue hurried to follow.

The stairs and subsequent hallway were dusty, old, and pitch black, but ended quickly when Remy pushed open a slab above his head and emerged into the moonlit garden. Rogue followed silently, inhaling the scenes of honeysuckle, jasmine and magnolia as the boy before her leaned back against the old stone water fountain to look at her.

"Dis was 'dis one's favorite place to come out to at night, when it was too hot to sleep inside," Remy said softly. "Come out and see the stars, sit by de fountain and relax, me."

He patted the seat besides him, and Rogue sat down.

"You missed it," Rogue stated. "When you were away, up with us. Must'a missed it somethin' fierce, sugar."

"Did," Remy admitted, nodding. "You all this one's family, but . . . N'Awlins still feels like home. Dangerous home, but home."

"Will you . . . stay?" Rogue asked softly and Remy turned his red eyes, glowing in the night, to stare into hers. "If . . . if they fix all this business with ya Guild and Julien? Would ya stay?"

Remy looked down and let out a long, deep breath. "Don' know. Want to, can't lie. This here is still a part o' this one, chere. Still a thief deep down. Still love this City, this one's tante, his Daddy."

"Oh," Rogue tried to say lightly, but her voice broke off at the end.

"Would you?"

"Would I what?"

Here in the dark, Rogue felt she was seeing more of Remy's face then she ever did in the light. "Would you stay wi' this one? Stay here wi' me? Could build a life here. You'd love N'Awlins, I know. This one's Daddy and Tante Mattie already love you, can tell."

"I-" Rogue was about to say she didn't know. That she'd have to think and what about her friends, the X-Men, their mission. But her heart jumped past her reasoning into her throat, and-

"Yes," she breathed. "If you stay, I stay, Rem'."

Remy broke into an uninhibited smile, the smile of the boy she only glimpsed on rare occasions and Remy picked a jasmine flower and held it to her lips, before pressing his mouth against it. Rogue sighed, the heady fragrance causing her senses to spin.

"Then get ready fo' tomorrow, chere," Remy promised. "This one gon' make you fall in love wi' de Big Easy."

**COMMERCIAL BREAK**

* * *

><p><span>Canal Street, New Orleans<span>

"What's that noise?" Rogue asked, gloved hand in Remy's as their party strolled down Canal Street. They had spent most of the day exploring New Orleans with Remy, Tante Mattie, and Jean-Luc as their guides. They'd eaten at places which knew the Thief King and Prince and served them the finest cuisine money and thousand-year old influence could buy. They'd shopped in stores where the owners grinned and showed them special wares unseen by the public at large. They'd sailed on the ferry down the Big Muddy and fed alligators marshmallows and chicken from their hands.

This was New Orleans from the perspective of the Thieves Guild heads: it was Remy's New Orleans, and though the rest of the X-Men were shown along just as graciously as could be, it was to Rogue that Remy was catering.

Now, Remy grinned his devil's smile at the Mississippi mutant. "That's the second line, chere! C'mon and see my only other lady in all her glory!"

_Do Whatcha Wanna Played By The Rebirth Brass Band Plays Over The Following Scene_

Remy pulled Rogue forward as the parade of people came into view. Some were dressed in bright, sparkling, feathered costumes, some in matching suits, red bow-ties, and straw hats, some in everyday wear. The brass band played as easily as breathing as people lifted umbrellas up and danced in a unified freeform as they marched forward and turned down Bourbon Street.

"They even goin' our way!" Remy laughed.

"Lucky for us," Rogue laughed as he pulled her into the crowd and spun her into his arms to dance her along with the rest of the revelers.

"Of course," Remy said arrogantly, dipping her to some scattered laughs and cheers from the people nearest them. "This my city, chere. Luck is wi' us here."

"Now why can't all of our missions be like this?" Kitty demanded, as she easily fell into rhythm and copied some steps from the skilled young boys dancing and leaping from cars and sliding on the sidewalks.

"I think we might not be able to deal with all the excitement," Piotr noted, blushing when a few women called down some very specific compliments and requests to him.

"Man, I gotta get a picture of this for everyone back at school," Sid said, taking out the micro-camera he had strapped to his wrist.

"We should probably focus-" Bobby began, but Remy gave an overstated groan.

"Relax, IceMan, melt a lil'," Remy offered. "Hey, JuJuBee: if you can be discreet, you could give some extra . . . fire, to this here party, non?"

Jubilee grinned and saluted. "Got it, Boss." A millisecond later, purple, green, and gold fireworks danced through the air and the crowd threw up a cheer.

"Thought you people only did this on Mardi Gras?" Logan grumbled, and Jean-Luc laughed.

"Oh, Out-Of-Towner, this is the original City O' Sin, this," he answered. "We always got time fo' a party. And, o' course, this will hopefully make ya'll feel better 'bout the unpleasantness 'bout to happen."

"What?" Logan turned. "What un-"

The big man growled as the needle pierced his neck and his eyes closed just in time to see Jean-Luc sigh and shake his head before all went dark.

Assassins and Thieves Guild Treaty Ground, Undisclosed Location, New Orleans

Logan awoke aching, disoriented, and very, very upset.

"What in the hell was that?" he growled as the figure of Jean-Luc came into view.

"Sorry, mon ami," the Thief King shrugged. "Couldn't have brought ya'll here 'less we made sure you didn't know how or where."

"The kids?" Logan began, and Jean-Luc nodded to the right and left of him, where Ororo, Rogue, Bobby, Sid, Piotr, Jubilee and Kitty were awaking.

"Remy?" Rogue croaked, trying to open her eyes.

"Sorry, chere," Remy said, emerging out of the darkness. They appeared to be underground and the trickling of water could vaguely be heard far in the distance. "Only way you could all come to th' meetin' was if you was knocked out, n'est-pas? Couldn't argue different: simple fact that the Guild's are allowin' all you in here fo' dis is . . . unprecedented."

"And not appreciated."

The thickly French-accented voice which had spoken belonged to a woman of medium height who held herself as if she were taller. She looked to be middle aged and was dressed and coiffed as if she were heading to a ball. A glittering diamond and silver flower held her tall hairdo in place.

"We thank you for allowing this," Jean-Luc said with a little bow.

The woman merely raised her brow in acknowledgment. "I hope that this will conclude with all of our differences being solved. I so hate to have all of my friends fighting like this."

She swept a quick glance over all the slowly rousing X-Men.

"I hope they will not prove a problem," the woman stated.

"You have nothin' to fear," Jean-Luc promised. She gave a half smile. "One can only hope." She nodded to the two men in black who emerged from the shadows. "Bring them."

Logan allowed himself to be helped to his feet and led meekly along. He stole a covert glance at Ororo, who was being mostly dragged by a masked figure, and she lowered her eyes in a sign which he answered. Whatever drug had been used on them was still keeping the other X-Men in a weakened state - Logan's own healing factor had already eliminated the toxin, but he saw no reason to call attention to this unless the need arose.

The X-Men and the LeBeaus were led into a wide underground hall with a hollowed out center which dipped down and created stone bleachers which they ascended. Across from their vantage point a coterie of men and women in red and black sat and stood, talking among themselves.

"Assassins," Remy supplied, as they were seated. The men and women surrounding the X-Men wore clothes of green and purple - Thief colors.

"My friends." The French woman's seat was equidistant from the two parties and set slightly higher. Her entourage wore black, and their faces were entirely covered.

"That's Candra," Remy whispered to the X-Men. "She runs dis show. Both Guilds answer to her and she keeps de peace."

"We have seen such troubles, in recent days," Candra continued, her voice perfectly echoing around the hall. "This which we do not understand threatens to tear us apart. We must come together to fight back against this thing, or we shall surely all perish. Both parties will speak, as the Charter demands."

"So nice to know some of us have finally poked their heads out o' the dirt long 'nough to show their faces here," muttered a large, bearded man on the Assassin side.

"And both will listen," Candra's voice rang out sharply. "Who wishes to begin?"

"Let me do the talkin'," Jean-Luc breathed to Remy. "Don' speak less spoken to and don' say nothin' but what we worked on, hear?"

"Yes, sir," Remy answered.

"I, Jean-Luc LeBeau, head of the Thieves Guild will speak."

Candra inclined her head.

"With any and all due respect," Jean-Luc began. "We've all seen the killer. Whatever he may be as of now, it is Julien Boudreaux who is killin' us off, Assassin and Thief alike. As he is clearly some kind o' alive, I move to dismiss charges of murder and breachin' the peace from my son, Remy LeBeau."

"Objection!" The bearded man across the room stood up, his red face apparent even to the X-Men whose sight was still recovering. "My son was laid to rest in the ground in the presence of every Assassin in this city. He's not alive now, he's-"

"Witched, Marius?" Jean-Luc drawled lazily. "Julien a zombie now?"

"He's been reanimated by your mutant boy!" Marius roared. "His corpse is killin' us off one by one because Le Diable Blanc still ain' been killed off like he shoulda been seventeen years ago!"

"This ain't about Remy," Jean-Luc said firmly.

"The hell it ain't!" Marius roared. "My son is dead and my daughter is in a coma, all because you brought that devil into our houses."

"What's he mean, Bella's in a coma, him?" Remy whispered to Tante Mattie urgently. "What's he mean?"

"Your son seems pretty lively for a dead man, Boudreaux," Jean-Luc shot back.

"Who knows what the hell your boy's done to him with his mutant powers!" Marius attacked. "He's got the eyes of a devil - maybe he's got the devil's powers as well! There ain't no line in the Charter says we gotta let ourselves get picked off by some filthy mutant!"

"Can't have a fair fight with mutants involved!" hollered another Assassin who was met with loudly voiced agreement.

"Oh, no matter where you go it's always the same, ain't it?" Logan growled. "Blame Mutie. I say we leave before they pull out the Confederate flag and rig up the nooses."

"Friends, friends," Candra began, but was drowned out as Marius and his Assassins continued to speak.

"Your demon ward denies my son a decent, Christian burial!" Marius thundered. "He denies my daughter even death wi' whatever he done to her, ma pauvre petite. An' now he's killin' us off one by one!"

"What's wrong with Bella?" Remy hollered. "I never did nothin' to Bella! She was fine when I left her! Fine!"

"Lies!" Marius roared. "Mutant lies! That devil's taken everythin' from me and now he's gon' do the same to the rest o' us!"

One of the Assassins screamed something in garbled French and spun a throwing knife towards Remy who caught it inches before it scarred his face. Instinctively, he tossed a card back towards his attacker, who was blown back by the blast.

The Assassins screamed in rage and three more knives went soaring across the pit towards the Thieves. With a growl, Logan unsheathed his claws and tore apart the projectiles in midair before they could reach their targets.

"See! You see!" Marius screamed. "He done brought in more mutants! Il a cassé le traité! Profanation! Mensonges! Les mutants tueront nous tous!"

"NO!"

Even over the cacophony within the hall, Tante Mattie's voice was sudden and loud enough to shock most into silence.

"In the name of God," Tante Mattie projected. "I have raised and tended and healed all o' you for more years than any o' ya'll can remember. Always, this here has been sacred ground, ground for peace. Now I did not care for all you thieves and killers out o' the goodness of my heart. I did it to keep the peace, to keep ya'll from startin' a blood-bath in an already bloody city. Now on the heads o' all o' you children, the mothers and fathers and daughters and sons I done saved all these years, you will not bring bloodshed here!"

Tante Mattie's face was stern and fierce and held an iron cast which was so unusual and powerful for her that both houses hesitated.

"Marius Boudreaux," Tante Mattie continued, pushing her advantage. "If you will allow me I will come to you home and I will treat Belladonna and if under God there is a cure to be found I will find it. Will you accept this?"

Marius waited, but after a moment he swallowed and nodded.

"Well then," Candra spoke, her voice steady. "This session is ended. Let us go to keep the peace between us, and maintain the ancient rites."

Bourbon Street, New Orleans

"I wanna see her."

"You can't, Remy."

"How could you no' tell me she in a coma, Mattie?"

"Remy." Tante Mattie's voice was full of steel. "Marius will no' allow you to see his daughter. Him think you the reason she like she is. Now, we both know that ain' true. But till I get her a cure, and he cools down some, you best keep you distance."

"I-"

"This ain' up fo' discussion, chile."

"Daddy-"

"Listen to her, Rem'," Jean-Luc supported. "You go on." He nodded to Tante Mattie as she climbed into the limousine Marius Boudreaux had sent to pick her up once the X-Men and LeBeau's were back on the surface of the city. "I'll talk to this one."

LeBeau Family Mansion, Carondelet Street, Garden District, New Orleans

"How could you no' tell me Bella was in a damn coma?"

"Son, I think you need to sit down-"

"How?" Remy screamed, tossing a charged card across the room to blast into nothingness inches from Jean-Luc. "An' they think I did it? How could you no' tell me?"

"We were tryin' to find a time and place-"

"You don' keep somethin' like this from me, you lâche, mentant, hypocrite-"

"You ran Remy!" Jean-Luc thundered. "You ran off! We couldn't mount no defense wi' you jus' gone, boy! I had to hold together this whole damn Guild, couldn' put it all on the line to defend you when we didn't even know if it was true!"

Remy stumbled back as if hit. "I never hurt Bella."

"I don' believe you did, son," Jean-Luc said. "But we couldn't prove it and I couldn't risk it. You were gone, Remy. You were gone."

"Oui," Remy spat out, bitterly. "An' I should'a stayed gone, me."

With that Remy whirled and left the house, slamming the door shut with a bang.

Rogue immediately jumped up to follow, when Logan put a heavy hand on the girl's shoulder.

"Leave him be, Stripes. He-"

Rogue pushed the big man's hand aside and followed Remy without a word.

Carondelet Street, Garden District, New Orleans

"Remy. Remy!"

The Cajun continued striding down the street, and Rogue growled in frustration.

"Remy Etienne LeBeau, if you don' turn 'round and face me now, I call you a coward in front a' everyone in this here city."

Rogue had barely let out breath in the time it took Remy to whirl around and confront her, inches from her face.

"Go ahead, then," he growled. "Call me a coward. Apparently this one's a killer too! An' a devil child, and a menace. So why not?"

"I don' believe ya'll're a killer, Remy," Rogue said steadily.

"Oh no?" Remy's throat seized and he looked around as if unsure how to continue to speak. "I killed Julien, chere. Bella was his sister. She tol' me to run, an' I did. Coulda stood trial. Coulda defended myself. 'Stead I ran. Jus' like a coward, me."

"An' what kinda fair trial would you have got?" Rogue argued. "You didn't mean to kill him. You're a mutant and the Assassins woulda been lookin' to hang you. You did what you could."

"But no' what I should," Remy shuddered. "Oh God, Rogue. She might be dead. Migh' never recover, an' it might be all dis one's fault."

"Or it might be that whatever is makin' Julien into _Left 4 Dead New Orleans_ is what hurt Bella too," Rogue argued. "You . . . you ain' gonna feel better til ya see her, are ya?"

Remy looked at Rogue and she nodded, seeing the answer. "Well then, let's get it over with."

"Oh no." Remy shook his head. "Would be suicide fo' you. Thieves don' go on Assassin land and dey don' come on ours."

"If it's suicide for me, how's it any better for you to do it?" Rogue argued.

"Dis one's done it before," Remy said shortly. "An' dis one's a mutant."

"They'll have double the security," Rogue pressed. "Two mutants against that will be better than one."

"Well then," said Bobby, as he and Kitty, Sid, Piotr and Jubilee approached. "I guess the more the merrier, yes?"

Boudreaux Family Mansion, Delaronde Street, Algiers Point, New Orleans

A series of raucous fireworks to the right of the inconspicuously but severely guarded house went off and a cold chill, far too cold for New Orleans, crept over the sensers and cameras, freezing them up.

The troupe of X-Men phased through the back wall and into the garden and crept up to a large oak tree which led conveniently to a balcony overlooking the garden.

"Well, isn't that just too Romeo and Juliet for words," Kitty snorted quietly. At the pained look on Rogue's face and the tight one on Remy's, she turned away.

"Well, I guess this is where we stand on lookout," Bobby determined, his voice in the same undertone. "I-"

"Remy?"

Remy's head moved back and forth, before his red eyes widened in fear. "Somethin's wrong," he breathed harshly. "Some-"

There was a scream from within the house and Remy turned and vaulted onto the balcony and inside the house. Rogue was after him like a cat, scrambling up the tree and rushing inside.

The other X-Men immediately went into default mode. Jubilee and Sid spread out and scanned the area for other threats while Bobby and Kitty both followed the two southern mutants into the house. Kitty lingered behind Bobby and scanned for trouble at his back while Bobby plowed forwards.

It didn't take the X-Men long to locate the source of the screams - in the brightly lit parlor, four Assassins lay dead while Marius and one other backed away from the being closing in on them.

If his eyes weren't as red as Remy's, they were very, very close. His skin had the taught, pale, sickened look of one dead - but the man before them was quite clearly animated as he lunged forward, a knife in each hand, towards Marius.

"Julien-" Marius made the mistake of speaking, giving his son time enough to drive one blade towards his side.

Remy reacted with all of his thief swiftness, his bo staff sweeping under Julien's legs to knock him backwards, his hand deftly catching the knife before it could pierce the older man.

Julien hissed, flipped back onto his feet and came at Remy with a sideswipe the Cajun dodged, before coming in to grab his hand and lock body to body. Remy's eyes widened in shock at the incredible strength evident in the man he thought he'd killed.

"Differen' endin' now, n'est pas?" Julien spat, his knife moving towards Remy's throat.

"Hell no, sugar. You got that dead wrong!"

Julien's eyes widened in shock as Rogue ripped him off of Remy and threw him into the wall, her punch to his gut nearly sending him flying.

"Bitch!" The rabid man leapt for Rogue and found himself blown backwards by a block of ice to his jaw.

"Mo' mutants," Julien seethed, staring at the surrounding X-Men. He then began to giggle. "Mo' problems!" Chuckling, the man stepped backwards, winked, and dove headfirst out of the smashed window through which he had come.

The X-Men rushed to see his surely broken body, but Julien had vanished into the dark.

"Your people really don't like mutants do they?" Kitty said after a moment of silence.

"I don't know," Bobby breathed, his eyes fixated on the red mess covering the broken glass of the window. "Your boy may not be a mutant, but if that's his blood, he's something just as weird."

The red liquid congealed, bubbled - and hissed as it melted like acid, flowing down onto the window sill.

"Welcome to N'Awlins," Remy breathed. "City o' killers an' freaks."

_Poison by The Silent Comedy Plays Over Ending Scene and Credits_

**ENDING CREDITS**

**Promo For Next Episode:** _In the City of Mystery, the X-Men attempt to unravel the twisted web of loyalties and lies which make up the two powerful Guilds before they tear New Orleans apart. But when power and legacy are on the line, blood is bound to flow._


	18. Chapter 18

_Hello, and please forgive me for the incredibly long wait! I hope I have made up for it, by 'filming' what I hope is an especially exciting conclusion to our two part jaunt down in the Crescent City! _

_Allons-y, mes amis!_

**Season Two, Episode Four: Bloodletting**

Boudreaux Family Mansion, Delaronde Street, Algiers Point, New Orleans

"I think we must attempt to remain calm..."

"Calm!?" Marius Boudreaux thundered to the surrounding Thieves and Assassins crowding into his parlor. "My son is a goddamn monster who just tried to kill me! And the one responsible still ain't been punished yet!"

"'Less you forget," Jean-Luc stated icily. "My son was de one to save your ragged old carcass, Marius. So you pointin' th' finger o' justice at him jus' don' make no kind o' sense, mon ami."

"He killed my son," Marius growled, his Assassins flanking their leader as he faced off with the Thief King. "He admits that, don't he?"

Remy, standing in the corner of the parlor, the X-Men standing with him, nodded slowly, swallowing.

"Well, there it is," Marius stated, triumphant. "He killed my boy, then used his mutant powers to make him into a . . . a . . ."

"A what, Marius?" Jean-Luc drawled. "A zombie? My boy don' have those skills. Heck, I don' know a mutant alive who does! What about you, Logan? You know any mutants can raise the dead?"

"No sir," Logan growled. "None who can raise anybody but themselves."

"But we got our own kind of reanimation down here, " Jean-Luc continued. "Now, let's take a look at dis." He used one gloved finger to rub off some of the coagulated blood from the window sill. "Now, this ain' natural. A man risin' from his grave ain' normal. But it ain' unheard of. We got our own stories of drinks can make a form seem dead then rise again, not dead and no' alive."

"Really?" Marius laughed. "That's your defense for you' precious son? The elixir that makes dead men walk? Fairy stories and voodoo tales?"

"No more logical than thinkin' my boy's got the powers of the Devil," Jean-Luc shot back.

"Kid," Logan growled to Remy as the two opposing gangs faced off in a war of words and cheers and jeers led by their respective leaders, "You got any idea what your old man is goin' on about?"

"The elixir of death-in-life," Remy murmured back, the other X-Men crowding around close to hear. "It's an old story - says th' Guild and de Assassins contracted a witch-doctor to create an elixir what could revive the nearly dead and give th' livin' protection from death. It's part o' our history, but ain' no one I know seen or used it. Daddy always talked to me bout it like it was a myth, him."

"Please, gentlemen," Candra attempted to insert in her languorous accent. "We must try to-"

"Nuthin' has gone right since the day you brought that demon-boy into your Guild!" Marius thundered, and some of his Assassins joined in with cries of agreement. "You tryin' to pull up ol' ghost stories to defend him now when the truth is since the day that mutant scum was let in this whole place has gone to hell!"

The Assassins sent up a cheer.

"The only hell we're gonna find is the one that comes from you draggin' our City back to the dark ages!" Jean-Luc roared. "You gon' start sayin' Tante Mattie's powers are unholy soon?"

"Don' you dare try and turn this around on me-"

"You started this thing, Marius-"

"Remy," Ororo said in an undertone. "If we can't solve what's really going on here soon, we can always leave-"

"Don' worry, Mrs. Monroe, ma'am," Remy said, cutting her off politely, but firmly, his voice like flint, his eyes hard. "I already know the answer to this riddle, me. Jus' a matter o' makin' it clear enough to clear my name."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring:

Brit Morgan as Belladonna Boudreaux

Josh Hartnett as Julien Boudreaux

Liz Mikel as Tante Mattie

Brad Pitt as Jean-Luc LeBeau

And Ashley Judd

Written and Directed by Joss Whedon

Created by Joss Whedon

* * *

><p><span>Boudreaux Family Mansion, Upper Floor, East Wing Bedroom<span>

"Remy, you sure about this boy?"

"C'mon Tante Mattie," Remy said, flashing her a dark grin. "You really t'ink Marius could make himself hate me any more than he already do, him?"

"I haven't been able to find any way to help her so far," Tante Mattie said in a low voice.

"I need to see her," Remy said again. Tante Mattie nodded and moved so that Remy could enter the room.

Belladonna Boudreaux lay on the large four-poster bed, her blonde hair spread over the pillow. An IV was hooked into her arm and her breathing was monitored by a computer on the dressing table.

"Hey Belle," Remy said, moving over to sit at the head of the bed. "I . . . I'm real sorry 'bout all this, girl. If I'd a' known . . . well, hell," Remy laughed, "Known what? Known Julien would rise from de grave? Known somehow you'd get hurt in all dis? Known Daddy and Mattie would have to deal with dis one's problems . . . Let's us be honest, you and me. This one probably still woulda run. Couldn't seem to do nuthin' right back then. Not by you, or by Daddy, or Mattie. But I swear, Belle, I'ma set this right. Got an idea who's behind all dis, an' will make it righ' for us all. Promise you that."

Upper Floor, Boudreaux Family Mansion

"Do . . . do you know what's wrong with her?"

Tante Mattie turned to Rogue, who nervously put her hair behind her ear, and smiled sadly.

"Seems awful like a coma, honey," Mattie answered. "Wish I knew the cause, or the cure. There's jus' somethin' bout this . . . well. Everythin' 'bout this situation is confusin'."

"So, she . . . Remy's known her for a long time?" Rogue asked nervously.

Tante Mattie hid a smile. The poor girl's feelings were painfully obvious on her delicate face. "Yes, honey. Since they were children. Childhood friends. Dated when they got older, though Remy did some doggin' around town, sorry to say. Belladonna would try and ground him some and sometimes it worked."

"Do you . . . do you think he-" Rogue began, but was cut off by Jean-Luc leaping up the stairs and over to the door.

"Remy's inside?" he asked curtly.

"Yes, with Belle," Tante Mattie said, frowning. "What is it?"

"Gotta talk to him, now," Jean-Luc said. "Remy? Remy come on out, son!"

There was no answer.

"Jean-Luc, don' you go hurtin' that boy more than he been hurt," Tante Mattie warned as Jean-Luc shoved at the door.

"Mattie, I'm here tryna save this boy's sorry ass so he better co-operate, him," Jean-Luc stated, pushing the door open. "Remy, we gotta go now. I got a plan - Remy?"

Rogue and Tante Mattie filed into the room after Jean-Luc.

"Remy?" Rogue called. A gentle breeze lifted her hair, and she turned to see the drapes flutter at the open window.

"Oh good Lord, no," Tante Mattie breathed. "Now what's he gone and done?"

1369 Jackson Square, French Quarter, New Orleans

Remy slipped through the delicate pane window easily, dropping like a cat to the floor, letting his eyes adjust to the dark as he scoped out the inside of the luxurious home. His eyes traveled past the elegant staircase, the large sitting and dining rooms, and the door to the porch. Finally they located the small door clearly built for servants, designed to allow the help to move around without burdening the owners of the house with the sight of them.

Remy didn't know if his mutant abilities included thieves' hunches and intuition, but he'd learned long ago as a young boy to trust them when they came. He padded across the room and with skilled fingers, undid the hatch and descended down the darkened stairs. They were old and creaky but after years of practice on such things he could navigate them silently. He paused when the sounds of music reached his ears, but knew that this could only help him in the element of surprise and so continued down in the dark, his red-eyes the only illumination until his foot touched solid floor. A step to the left and he was flatfooted, moving cunningly, cunningly, but not quite cunningly enough, for his next step caused a loud squeak to be released from an old floorboard. With a whoosh of smoke and oil, a series of gas lamps and candles flamed into existence, temporarily blinding him.

_Big Shot By Dr. John Plays Over The Following Scene_

"I do believe zat floorboard was created for the express purpose of allowing the slaves and servants some alert of when their masters were coming," said a voice with a thick, lazy French accent. "I find it is still useful for a similar purpose."

Remy blinked, his eyesight returning to him enough to make out the numerous bottles, test-tubes, ovens, small stoves, burners, casks, flasks and books which covered the tables filling the room. The whole place had the appearance of an old time alchemist's lab.

"Don' seem like you go to any trouble to hide all dis," Remy said easily, relaxing into his casual, cocky stance even as he forced himself to wait for all his senses to fully recover from the shock.

"Why would I?" Candra answered back. "No one ever enters my home wit'zout my express permission. And those who enter with it should understand what I am making here."

"The elixir," Remy stated bluntly. Candra raised an amused brow.

"Do you think so?" she purred. "Or is zat ze last hope of a man desperate to avoid his own murder at ze hands of many angry men?"

"Don' have to believe in it," Remy answered, striding towards her slowly but boldly. "Dis one ain' a historian or a chemist or a magician," he said, even as he revealed a card in his hand with a magician's pass. "This one's a Thief an' a member o' the Guilds. When a group o' people been thrown into chaos, to find the solution, you got to look to who gains de most by it. Marius and Jean-Luc are too strong an' too proud to give you much power or give into you, oui? As long as de Guilds stay strong an' balanced, you jus' stay as de ballast between dem, fo' true. But, if de heads an' heirs o' de Guild and de Assassins kill each other off, leavin' only de young and de weak? Well, it 'culls the heard' as they say, cherie. As T'ieves and Assassins grow weaker, you, ma belle enchanteresse, grow stronger. You can make sure you rule us in truth - especially, if you can offer de ones who survive strength beyond dere imaginings. C'est-vrai?"

"Oui, mon Diable Blanc," Candra crooned. "You have worked it out most perfectly. My elixir gives life over death and that gives me power over those who take it. Magnifique, brava," Candra clapped her hands. "Mais, c'est triste. Devez maintenant vous le tuer, mon joli chien."

Remy frowned, trying to parse out the meaning of her sentence. In a moment, he was mentally groaning at himself for getting so lost in his own self-satisfaction at having figured the mystery out that he had no time to dodge the cool blade of the knife in Julien's hand.

**COMMERCIAL BREAK**

* * *

><p><span>1369 Jackson Square, French Quarter<span>

Remy winced, twisting to the side so that the knife would hit him in the shoulder rather than the chest, preparing himself for the searing pain to come.

Then there was an animalistic battle cry and suddenly Julien was careening away from the powerful kick delivered by the King of Thieves.

"Daddy," Remy stuttered. "I-"

"Remy," Jean-Luc said in a tone of controlled anger he had heard but a few times as a boy. "You get up through that door."

"Ah, Jean-Luc," Candra spoke serenely, as if nothing untoward had occurred. "Have you come to bargain with me now?"

"Done bargainin' wi' you, Candra," Jean-Luc nodded towards a tiny blood-red vial. "That stuff is poison to our people and you know it, you."

"Controlled poison is sometimes necessary," the elegant Frenchwoman said archly, "To rid a nest of rats!"

Julien sprung from his corner but this time Remy was ready, whipping a series of cards into the tables that exploded the bubbling concoctions in the pots and bowls. Acrid steam and hissing, burning liquids filled the room and splattered into the walls.

"Merde! Arrêtez-vous! Ah! Rats et démons! Jurez-vous, vous le fils d'une prostituée!"

Coughing, Candra made her way to the staircase and pressed a button which let loose the sprinklers and doused the room in water.

"Merde, damnit," Julien swore, rubbing his face. "Can't see . . . help . . ."

"You are useless," Candra said icily. "Why did I ever think-"

The tall, stately woman froze, her eyes widening in fury. "Où est cela ? Où est cela ?" She turned to the blinking Julien. "Where is it, you fool?"

"Where is what?"

"The elixir!" Candra exploded. "They've taken it. Dieu fichu cela!"

"I'll get it back!" Julien promised. "I swear if it's de last thing I do-"

"Shut up," Candra dismissed, pulling out her phone. "You have served your purpose and you have been more than disappointing. Allo?" Candra shot Julien one last, disgusted look before turning away to speak to another. "Yes, it is important! I am disavowing the LeBeaus. I want Jean-Luc LeBeau - destroyed. I want his adopted son, Remy Le-Beau, Le Diable Blanc - removed. I want zere friends, loved ones, pets, their homes and everything they hold dear in zis world - taken out! I want ze very name of LeBeau wiped from the stones of this city with blood! And I want it done tonight."

East Wing Bedroom, Upper Floor, Boudreaux Family Mansion

"Ouch!"

Rogue winced, touching her lip and tasting blood. She removed her glove to wipe it away as Tante Mattie came back into the room carrying a gently smoking bowl.

"Girl, y'know Jean-Luc gon' find him and bring him back," the older woman assured as she sat down besides Rogue and Belladonna's unmoving form. "He been grabbin' Remy and pullin' him outta scrapes for seventeen years. He'll bring him back safe and sound."

Rogue swallowed, nodding politely, but Tante Mattie wasn't fooled.

"Honey, would you like somethin' to eat? Somethin' to occupy your mouth and your mind?"

Rogue smiled. "Thank you, ma'am. I'm . . . I'll be alright. If I could ask . . . what is it you're . . . doin' for her?" She cast a glance at the unconscious blonde on the bed.

Tante Mattie smiled. "This is just somethin' to try and reach her down where she's hidin'. Smell is the last sense to leave us, the one that can still get to her even when everythin' else is shut down. She's in there. We just gotta draw her back out."

"Where did you . . . learn all this?" Rogue questioned. Tante Mattie sighed.

"From my grandmother," the older woman answered. "And she from her mother before her. We didn't ask if it was mutant powers, science, faith, magic . . . maybe it's a mix of 'em all. My momma said I had the eye and the touch and my grandmother started teachin' me as soon as I could walk. I've been with these families for longer than I'd care to think about: I have seen Jean-Luc when he was your age."

"So you knew Bella-"

"Belladonna, yes," Tante Mattie smiled knowingly. "She tried to calm Remy some, but he stayed wild as he is. You must have a great power, Rogue, that you can make him heel the way I see him do 'round you."

"Oh, no. Me?" Rogue scoffed, painfully. "I can't make him listen. I just yell a bit louder to be heard."

"And he needs that," Tante Mattie confided. "Belladonna is a sweet young thing - too sweet for this City and these untrustworthy folks. Remy, he needs you, honey. He needs someone who can handle him and give as good as she gets. 'Cause I'm gettin' old here and I can't be doin' it forever."

"I wish I had a power like yours," Rogue admitted. "I . . . do the opposite of heal. I hurt without wantin' to or tryin'."

"It don't take any magic but love and guts to keep a family together and that's the greatest thing a person can do," Tante Mattie asserted. "And it don't take any special powers to see you love Remy. Yet here you are, watchin' over his old girl. It takes nuthin' but touch to take a lover - and Remy's had those, Lord forgive him please. It takes far more to make a family and you done given him that when he needed it more than anythin'. Oh, you poor thing. Remember child, the good Lord don't give us a bigger burden than we can carry."

Rogue bit her already bleeding lip to keep in her tears. "I'm, sorry ma'am . . . I . . ."

"Don't apologize for cryin'," Tante Mattie demanded. "Not in this house. We don't shame nobody for that here, because LeBeau's don' cry for no reason. Here, I'll go get you somethin' to clean that lip."

When Tante Mattie left the room Rogue let the tears flow, covering her mouth with her gloved right hand.

Something cool and soft touched her left and with a gasp Rogue's mind was filled with the memories of the blonde laying before her as they seeped through her hungry skin.

_Remy, laughing as he raced across New Orleans rooftops, sweeping her along with him, soothing her with swift kisses and soft words._

_Her father, Marius, yelling at her to stay away from that demon-eyed gutter-trash and her nighttime defiance of slipping out of her window to run off and lose herself in those red ruby eyes._

_Her pain and weakness when she found he had seduced some other girl, shown her the skyline she thought was for them alone._

_The joy and pain when he came back to her, came into her, when she let his skilled fingers run over her body, his mouth cover her, his-_

Rogue gasped as she pulled back, her body heated with desire, fear, and shame.

_Oh God, what did I do?_

**COMMERCIAL BREAK**

* * *

><p><span>Pere Antoine-Alley, New Orleans <span>

_A Brass Band Plays Land of the Dead by Voltaire_

Remy followed his father Jean-Luc into the melee of the parade that was making its way down towards Jackson Square. Trained to disappear into New Orleans parties since he was young and his father had made a game of blending in to teach him the thieving arts, Remy quickly fell into the rhythm of moving like a casual shadow - eyes down, movements small to slide between the dancing, trumpeting, clapping people, constantly looking for ways to minimize his perception by others. Because he was trained well it worked, all save for one elegantly dressed old black man in a crisp suit and purple tie. The man caught Remy's red eyes through his own purple tinted glasses and he winked through the broken left lens before inclining his top hat and disappearing into the crowd faster than any thief Remy had seen in his life.

"Remy!"

Remy's ears had been tempered since he was six to detect his father's undertone whisper and so he turned towards Jean-Luc, who nodded towards St. Louis Cathedral. Remy acquiesced, following his father inside the sacred building and kneeling down in the pews along with the other scattered parishioners.

"You think they'll track us here?" Remy asked in an undertone, focusing his eyes on the high altar.

"They might," Jean-Luc reckoned. "But they won't attack us in here. We got laws even Candra won' break."

"You sure?" Remy asked. "Seems like she's willin' to do a whole lot, her."

"I never thought it would go dis far," Jean-Luc sighed. "I'm sorry Belladonna and you and Julien got involved in this."

Remy frowned. "Why you sorry, Daddy?"

Jean-Luc sighed, letting his head drop onto the seat in front of him. "I made a deal, son. Made a deal to secure a lil' more power wi' a woman I knew wouldn't be content wi' me forever, et regardez le maintenant, it's all come back to me."

"Daddy," Remy leaned in closer. "What are you talkin' 'bout? Dit-moi."

Jean-Luc turned to face his son. "I took the elixir, Remy. That's how I knew it was there and how I knew it was what was affectin' Julien. For the livin' it gives 'em that extra boost. Elsewise I'd be dead ten times over with all the wounds and cuts and bullets I done took, me. Dieu, Remy, I didn't know it could raise the dead - if Julien was even dead when they buried him. Maybe he's livin' a half life jus' like a real zombie."

Remy, for once, was silent. Jean-Luc turned away.

"You gotta keep takin' it," he informed his adoptive son, "otherwise you'll die sooner, rather 'n later."

"Then take it," Remy said gruffly, pulling out the small, blood-red vial from his trench coat pocket. Jean-Luc stared at his son for a long moment.

"You didn't know you had to keep takin' it to live when you stole it," Jean-Luc surmised. "And you ain' know I needed it either. You took that for Belle, 'cause you think it might cure her. And son, my boy: it might. You warm it up to 98 degrees and feed it to her and wi' that I'm sure Tante Mattie will get her to wake up."

"If you need it, you gotta take it!" Remy hissed, looking quickly around the church afterwards to make sure no one was staring at them.

"I'll mix up some of my own," Jean-Luc responded. "I know the recipe."

"You're lyin', Daddy," Remy said flatly. "You wouldn't 'a been still goin' to Candra if you could."

"My smart boy," Jean-Luc said proudly. "I raised you right."

"Daddy-"

"Jean-Luc and Remy LeBeau!"

The two shot to their feet at the pounding on the door of the church.

"We demand you exit this sanctuary and deliver yourselves up for the justice you so richly deserve!"

Boudreaux Family Mansion, Delaronde Street, Algiers Point, New Orleans

"Where are you all going?" Ororo asked, as Bobby, Kitty, Jubilee, and Piotr followed Logan down the stairs to the front door of the Boudreaux home.

"We're going to find Remy," Bobby explained. "Logan figures he can track him."

Ororo shot Logan a look, to which the burly man shrugged.

"He may be the most annoyin' punk in school," Logan said, flinging the door open. "But it's our school and he's our punk. And we ain't leavin' him to these peoples' ideas about justice."

"What about Rogue?" Ororo asked.

"What about her?"

The others turned to see the brunette mutant stride down the stairs.

"You didn't think ya'll were leavin' me behind, now did you?" Rogue asked with steel in her magnolia tones.

"No, Stripes," Logan grinned. "Let's move."

St. Louis Cathedral, Pere Antoine-Alley, New Orleans

"Who is outside?" Remy asked, as he and his father moved sidelong towards the doors of the church. "That's no' Marius."

"Non," Jean-Luc agreed, motioning for his son to crouch down and peek out the crack in the door.

"No, stay back!" Remy shouted to the people in the church, motioning them away from the door.

"Tryin' to keep civilians inside, Jean-Luc?" the voice called out again. "We won' hurt them. You should know."

"Let 'em go, son," Jean-Luc urged, pulling Remy down beside him and allowing three people to flee out the side entrances of the church.

"Who the hell are they?" Remy hissed.

"Tithe Collectors," Jean-Luc said through gritted teeth. "Candra's dogs."

"Now you know that's unfair, Jean-Luc," the man called out again. "Such hostility."

"Can we take 'em?" Remy whispered.

"No," Jean-Luc said darkly. "They are trained beyond normal men or women. Dey only get called out when Candra send up a call, an' if she sends one up it means they canno' quit till dere target is dead." Jean-Luc spoke harshly, his Cajun accent thickening with pain and - Remy shivered in realization - with fear. "Dey don' take no fo' an answer, they don' stop. They are Assassins and T'ieves rolled into one, wi' a touch o' a demon in 'em. Dey are fed on de elixir when Candra sends 'em out, and I never seen one killed-"

There was a blood-curdling scream, the sound of steel slashing, what sounded like a gun going off, a cracking, whizzing explosion, a boom of thunder, and then a body slammed the doors open as it went careening down the aisle to flop over, thoroughly dead, in one of the pews.

Remy and Jean-Luc stood up as Logan led the X-Men through the church, the burly Canadian shaking off what appeared to be Tithe Collector ear.

"Well, they were annoying," Jubilee announced. "Gone now though."

Jean-Luc blinked. "Remy, you friends trouble me."

"Don't mention it, bub," Logan clapped the other man on the shoulder.

"Did you find what you were looking for?" Bobby asked Remy.

"Yes," Remy said in a voice of gravel and granite. "An' this one thinks it's time to settle dis thing, once and fo' all."

**COMMERCIAL BREAK**

* * *

><p><span>Boudreaux Family Mansion Front Lawn, Delaronde Street, Algiers Point, New Orleans<span>

"You got a hell o' a lot o' nerve comin' to this house, when you been disavowed to death an' called in mutants to fight the battles you can't, Jean-Luc LeBeau."

"Marius." Jean-Luc raised his hands in the sign of truce. Logan narrowed his eyes and nodded to Ororo to have the remaining X-Men spread out around the Thief King on the lawn as he parleyed with the head of the Assassins.

"Candra is the one behind all o' this, old friend," Jean-Luc said, pitching his voice deep and loud so that all the Assassins and Thieves surrounding them could hear. "She's been tearin' us apart to raise up herself. She's been usin' the elixir on your son, Marius."

"You sayin' my son is alive because o' her?" Marius called back.

"No, I'm sayin' you son is dead," Jean-Luc said bluntly. "He's bein' kept movin' wi' promises o' power and a sickness in his blood that's givin' him somethin' barely worth callin' life. Your son is dead, Marius, and she killed him."

"Your son killed him!" Marius roared.

"My son fought back in self-defense, an' you' son got a bad hand in an unlucky accident," Jean-Luc asserted. "You buried your boy and Candra dug his corpse up and made him into somethin' that ain' your son no more. That elixir she feeds him, it can sustain life, it can pull back those even from the brink a' death. But when it's givin' to the dead all that rises are monsters. She'll do the same to all o' us; promise us life if we give her our death and then rule over a zombie army like the witch-doctor from hell."

"Fancy words," Marius scoffed. "So where is this vile elixir of yours?"

"Upstairs," Jean-Luc said calmly. "Where my son is usin' it to cure your daughter."

East Wing Bedroom, Upper Floor, Boudreaux Family Mansion

"Remy . . . I gotta tell you somethin' . . ." Rogue attempted to speak as Remy worked to undo Belladona's IV in preparation for injecting her with the elixir.

"Why is she so cold?" Remy demanded, touching Belladonna's wrist.

"I think I got it at the right temperature," Tante Mattie said, coming in with the bowl of elixir. "Honey, if this don' work-"

"Dis will work, Mama!" Remy snapped, reaching out his hand for the bowl.

"Remy, she's cold because I touched her," Rogue forced out. Remy froze, his gleaming red-eyes turning on her, and he spoke just one word: "Why?"

"I didn't mean to!" Rogue rushed to explain. "But...I took my glove off to touch my lip, 'cause it was bleedin', and it was like she moved, and then-"

"Dieu, Jesu, damn it Rogue!" Remy thundered. "You got any idea what you done, you? Merde, she got even less of a chance now! How could you do dat?"

"I didn't mean to," Rogue sobbed. "I swear I didn't! I-"

"That's enough," Tante Mattie stopped, stepping in between them and picking up the bowl to pour it into the IV bag. "Let's jus' get this done. Remy, hold Belle's wrist."

"I'm sorry," Rogue croaked, her throat stuck with tears. "Remy . . . I love you. I'm sorry, and I wish I had told you before, 'cause-"

"Rogue, I gotta concentrate now," Remy said, eyes focused on the prone blonde on the bed.

"Jus' a bit more," Tante Matte said calmly. "And we'll-"

The kick to her back knocked Tante Mattie against all the equipment and Remy barely had time to protect his face from Julien's brutal knife, throwing up his hands and catching the other boy's wrist as they toppled to the floor.

"Gonna send you to hell, once and fo' all," Julien crowed, pining Remy down.

"Hell you won't!"

Julien's eyes widened as he found himself yanked backwards and put into a hold by Rogue.

"Jesus, he's strong," Rogue winced, struggling to keep him from lashing out again.

"Damn it, Julien!" Remy screamed, plunging his bloody hands into the elixir pooling on the floor. "I was tryin' to save Belle! That's what started all this, ain' it? Now you gon' and killed your sister fo' true, you!"

"She ain' worth savin'," Julien growled. "She threw her lot in wi' you. Candra said she wasn't any good any how. If I had felt the need to save her, I coulda done it months ago. She wasn't worthy to share blood with me. Let her rot in hell with you and your new bitch."

Julien cracked his head backwards, slamming it into Rogue who stumbled, releasing him. Julien shot towards Remy in a violent leap, his knife dicing the air towards the other Cajun's throat.

Then, with a bang and a shower of blood, Julien collapsed. Remy gasped, eyes moving from the blasted head of his former enemy up to the door and the smoking barrel of Marius Boudreaux's shotgun.

"Blood gone bad ain't family blood no more," Marius said, lowering the weapon.

"Blood . . ." Remy shook his head dazed. Then his eyes widened. "Blood!"

Scrambling to the edge of the bed, he scooped up as much of the elixir as he could into his battered hands, opened Belladonna's mouth, and gently eased it down her throat.

"C'mon, c'mon," Remy murmured.

"Son." Jean-Luc navigated past Marius and into the room, moving over to place his hand on Remy's shoulder. "Might have to-"

Belladonna's gasp ran through the room like a shockwave as she opened her eyes.

"Belle!" Remy practically sobbed in relief, as her uncertain eyes turned towards him. "Belle, you're alive! Gal, you're alive! Mon Dieu, Jesus, thank God."

Belladonna's pupils dilated and she blinked. "Do I know you?"

Remy convulsed, his mouth opening and then closing tightly.

"Belle? My Belladonna?" Marius knelt down and placed a hand on her forehead.

"Daddy," Belladonna breathed, reaching out to touch his face. "What happened?"

"Belle," Remy said urgently. "Belle, don' you remember me?"

Confused blue eyes turned to meet his red ones, and Belladonna shied back. "No . . . no I don't . . ."

"C'mon son," Jean-Luc said, dragging the still shocked Remy up and away from the bed. "Let's go, boy."

"She don' remember me," Remy said blankly. "How can she not remember me?"

"Sir!"

Jean-Luc and Marius both turned as a young Thief barreled through the door, coming to a short, sharp stop. "Sir, it's . . .it's her. She's downstairs, and she's cryin' for blood."

Boudreaux Family Mansion Front Lawn, Delaronde Street, Algiers Point, New Orleans

"I expel the LeBeau family from these Guilds! I call for Remy and Jean-Luc LeBeau to face justice! J'demand-"

"It's over."

Jean-Luc, Remy, and Tante Mattie, flanked by the X-Men, stepped outside onto the Boudreaux family mansion's front lawn. They were followed by Marius, who was supporting his newly awoken daughter with one arm. The Assassins and Thieves who had been listening to Candra's tirade turned to listen to the heads of their houses.

"It's over, Candra," Jean-Luc said loudly, firmly. "You been undone. Julien's dead."

"Marius!" Candra screamed, pointing wildly. "You hear that? He killed your son!"

"No," Marius growled. "You killed my son. I just put a bullet to the devil wearin' his face."

"I demand justice!" Candra screamed again.

"Then you gon' have to deliver it you'self," Jean-Luc said, with an amused twitch of his lip. "'Cause you don' command anyone here no more."

Candra turned slowly, searching through the crowd around her for an ally, pivoting in first one direction than the other. Finally she stopped and sighed, lowering her arms. Then, with the speed of a trained gunslinger, she snatched a pistol out from under her coat, and fired three rounds.

A thunderous roar of gunfire followed, as both Thieves and Assassins pumped bullet after bullet into the small, diminutive woman.

"Stop, stop! Jesu, God, stop!"

When the smoke cleared, a bloody, mangled, and thoroughly dead Candra lay on the carefully manicured grass.

"That's one kind of justice," Logan mumbled.

"Rem . . ."

"Daddy?" Remy stumbled as his father fell to his knees. "Daddy!"

Jean-Luc clutched his chest, but the steadily spreading red coming from three separate holes could not be quenched.

"Remy," Jean-Luc gripped his son's arm. "Rem', I ain' got much time left . . ."

"Mattie! Mattie! Mama!" Remy screamed, as Thieves flooded over to their fallen leader. "Mattie, you gotta help him!"

Tante Mattie pressed both hands to her mouth and closed her eyes, shaking.

"Remy, it's over," Jean-Luc breathed.

"Daddy, we gotta get you to a hospital," Remy said. "Someone call 9-1-1!"

"Remy . . ."

"I don' care if we all go to jail fo' the rest o' our lives!" Remy screamed hoarsely. "Someone do it!"

"Remy!" Jean-Luc grabbed his son by the shirt with the last of his powerful strength, forcing the hysterical seventeen-year old to look him in the eyes.

"It is over, Remy," Jean-Luc repeated. "All the old ways died tonight. You . . . will always be seen as the cause . . . for good or fo' bad. Maybe future generations of our family will see you as a saint but . . ."

"Daddy, don' talk," Remy tried to speak, but Jean-Luc continued.

"This place is gon' fracture," Jean-Luc growled out through gritted teeth, forcing himself to speak through the pain. "An' . . . ain' no good you can do here. You got . . . a new family an'. . . a new life. Keep the peace here . . . leave . . . find peace . . ."

"I ain' leavin' you," Remy sobbed.

"Yes . . . you will," Jean-Luc declared with all of his fading strength. "Listen . . . to me in this . . . you . . . my boy . . . leave our family . . . go . . . wi' your family . . . I want this . . . for you . . . I ask this . . . of you . . ."

"Daddy, don', don', don'," Remy stammered, shaking. "Don' . . ."

"Love you," Jean-Luc breathed. "Always . . . love you . . . my son."

"Daddy . . ."

Jean-Luc's grip loosened and faltered, and Remy gasped in shock and denial and pain when his father's grey-blue eyes dimmed.

"May his soul pass to heaven," Tante Mattie spoke, breaking the silence, and the Thieves and Assassins bowed their heads as Remy cradled the body of his father, rocking back and forth in agony. "May de wings of angels and saints carry him home to his rest and to the side of our Lord Jesus and his mother Mary, and our Father in heaven . . . "

_Special Slow Version Made For The Show of 'Do You Know What It Means, To Miss New Orleans' Plays_

Blackbird, In Flight, About 200 Miles Away From New Orleans

"Someone should go over to the kid," Logan muttered, looking over his shoulder to the back of the plane. Remy knelt in a corner, his face on his knees, leaning against the side.

"Is it gonna be you?" Ororo asked, turning the jet gently to avoid a budding storm cloud.

"Should be somebody. The kid-"

"Shh," Ororo said sharply.

"What?" Logan started to move.

"Don't turn!" Ororo nodded to the mirror which displayed the back of the plane. Through it Logan watched as Rogue undid her seat belt, walked to the back of the jet, and knelt down beside Remy, placing a hand on his back. The boy flinched, but Rogue simply moved closer, wrapping his arms around his shoulders. Remy remained still.

"Ororo," Logan began.

"Wait," Ororo whispered back.

Remy stirred, then moved. Wrapping his arms around her waist, he buried his head in Rogue's shoulders and shuddered with the sobs, as they finally left New Orleans behind.

**ENDING CREDITS**

**Promo For Next Episode**: _The X-Men have battled Magneto and the Brotherhood of Mutants, and their code of mutant power. They have fought against the Friends of Humanity, and their goal of human domination. But how will the X-Men combat a mutant who plays by his own rules, who follows his own desires - and who won't stop until one of the X-Men is dead?_


	19. Chapter 19

_Mutant High Returns!_

While other shows are going on Christmas mid-season break, Mutant High will return this December with all new episodes! First, an unexpected visitor drops by, with presents for all. Then, in a special holiday episode, the X-Men travel a few miles closer to the North Pole when a new menace calls one of their own back to his motherland. From everyone at _Mutant High: Revolutionary_, we wish you all a very,very merry X-Mas!


	20. Chapter 20

_Hello,_

You've been patiently waiting, and at last here it is! The Winter Season of "Mutant High: Revolutionary" kicks off! Happy Holidays, and bless you all!

**Season Two, Episode Five: The Job**

Jubilee's Room, Second Floor, Xavier Institute

_"Madonna" by Secret Plays Over Following Scene_

"Madonna, donna, Madonna, donna, donna." Jubilee finished applying her vibrant blue eyeshadow with a flick of her wrist and turned elegantly on one heel to view herself in the mirror. Satisfied, she punched off her radio and skipped downstairs.

"I cannot even tell you how much I need this," she announced to Rogue, Gambit, Bobby, Kitty, and Piotr as she leapt the last stair and landed beside them. "I've needed to be out of here for days."

"Juju . . ." Kitty began.

"Seriously," Jubilee pushed on. "I need to dance until I sweat, drink too much, and make decisions. It may not turn out well, but it'll feel great at the time."

"What time?" Logan walked up behind Jubilee, eyeing the other X-Men, who wouldn't meet his gaze. "Where you think you're goin'?"

"With them," Jubilee said, half-laughing until she noticed the uncomfortable silence surrounding her. "I'm sorry, am I missing something here? We're going into town. It's a thing. Hence the ungodly heels I'm wearing. So . . . why the awkwardness happening here?"

"Kid," Logan began.

"Oh, don't. Don't." She shook her head, hands curling into fists.

"In a year we'll take you out: believe me, they aren't gonna be havin' that much fun with me watchin' 'em," Logan tried to soothe gently. "Just give it a few more months."

"You are honestly gonna tell me I'm old enough to risk my life on missions, but I can't go to a goddamn club?" Jubilee fumed.

"Kid, relax," Logan began, and Jubilee let out a scream of rage.

"I'm not a kid! I've seen as much and done as much as half of you! I've been living on my own for years without a parent to supervise me and you're gonna pull this shit now?"

"Hey," Logan barked. "Language."

"Oh don't you dare," Jubilee hissed. "Not from you. Not from any of you. The last thing I need is you all to patronize me. You couldn't even tell it to my faces, could you?"

"We didn't wanna hurt you, Juju," Rogue tried to say. "We-"

"Oh, that's right, don't hurt lil' Juju," Jubilee spat. "You know what? Screw it - I don't want to be around any of you right now. Newsflash! Hello? I'm an X-Men, I'm your friend, and I'm not a child!"

Then, turning on her tall, tall heels, Jubilee stormed away.

Outer Gate, Xavier Institute

The mutant put down the listening device and set aside the scope through which he could see Jubilee's vibrant blue-streaked hair swish as she stomped away.

"No," he said. "No you are not a child. Not anymore."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Ryan Reynolds

Written By Adam Horowitz

Directed By Greg Beeman

Created By Joss Whedon

* * *

><p><span>Science Room 312, Xavier Institute<span>

"It's like, we can risk our lives against mutant murderers, ancient blood-gangs and freakin' aliens, but suddenly I can't go to a club because I'm too young?"

"You know how Logan is," Sid tried to calm the fuming Jubilee, passing her the tongs with some trepidation. "He doesn't want any of you girls to grow up. It's the Papa Bear . . . well, Papa Wolverine syndrome."

"Well if he wants to stick his head in the sand and pretend I'm just a little girl, fine," Jubilee growled, dicing up her frog with more force than was necessary. "But he can't stop other people from noticing."

"Oh, I don't think he is," Sid said, keeping his voice light as he offered her the petri dish. "I mean, you know . . . other people have noticed you're not a girl. I mean, obviously you're a girl but I mean not a little girl, you know-"

Jubilee glanced over at the rapidly blushing mutant, as he busied himself with cleaning the dissecting knife.

"Sid . . ."

"No, I just mean-" Sid froze. "Woah."

Jubilee's eyebrows creased. "Woah?"

"Something just happened to all the equipment on the grounds," Sid said, shivering and bracing himself on the table. "Oh, God."

"Sid!" Jubilee moved over to steady him.

"It's like . . . someone forcibly reprogramed everything," Sid groaned, rubbing his head. "Damn, it hurts."

"What is it, maintenance?" Jubilee asked, as if half-hoping.

Sid shook his head, breathing hard. "No," he stared her down. "Something's wrong."

North Salem Main Road, New York

"Guys, I feel bad."

Kitty fingered her purse as Logan drove the car in silence. "I mean . . . she was really upset."

Logan gave a low growl.

Remy sighed heavily. "'Dis one does too," he admitted. "She's righ': no' fair she don' get to come with us after all she been through."

"She's fifteen," Logan growled. "Don't make me rethink taking all of you out there. Believe me I'd rather be playing pin the tail on the Magneto with Scott than takin' you all out. Kid needs to wait to grow up. When she's seventeen then she can go out and do stupid things which end with me having to kill people too."

"She had a point, though," Rogue supported Kitty. "We all done a lot of things the average teens ain't. Not really fair that she shouldn't join in the fun."

"Jesus! Fine!" Logan fumed, whipping the car around and driving back towards the mansion at breakneck pace. "Now I better not hear any complainin', I-"

The X-Men screamed as their teacher rammed the brakes down hard, stopping the car up short before their school's entrance.

"Next time, this one is definitely askin' Storm to drive, comprenez?" Remy gasped.

"What was that?" Kitty demanded, furiously. "You're gonna try and kill us on our own school's gate?"

"No," Logan said, staying very still, nodding with his head to where two metal guns were rising from the Xavier Institute's front lawn. "I think our school's the one with that idea."

Room 413, Xavier Institute

"Professor Monroe!"

Jubilee and Sid panted as they pushed open the door to the weather witch's classroom.

"Excuse me," Ororo said to her class, before walking over to speak to the two young X-Men. "What is it?"

"There's something wrong with the defenses outside," Sid explained, wincing, as Jubilee held him up. "Someone's . . . someone's changing them. Going against our programming. Someone's out there."

"Are you sure? Is this something you know your powers can tell you?" Ororo asked, always one to get calmly and swiftly to the point.

Sid nodded, swallowing hard. "I'm positive. We need to contact the Professor."

_No need._ The three mutants stood up straighter as Xavier's voice echoed gently in their minds.

_Sid is correct: there is someone on our grounds. I've been trying to probe his mind, but there is . . . something wrong. Ororo, I need you to get all of the children into classrooms and institute a full lockdown drill. I'm going to try and reach Logan and the- wait . . . something's happening-_

The three X-Men exchanged stunned glances as the Professor's mind withdrew from each of their own abruptly.

"Okay, you two stay with this class," Ororo instructed. "I'm going to get everyone together and then check back here. Try and keep them all calm."

Jubilee nodded, and Sid attempted a salute, despite the obvious pain in his face.

"So," Jubilee said when Ororo locked the door behind them, turning to the young faces of the class. "Poetry, right?"

Grounds, Xavier Institute

"Back, back, back!"

The X-Men sprang away from the car just in time to avoid a shot that decimated the vehicle and threw Kitty back through the gates. She phased through instinctively but hit the ground with a resounding thud.

"Kitty!" Bobby yelled. He leapt over the remnants of the smoking car, climbing over the gate and onto the grounds just in time to push her out of the way as an explosion from the right nearly took the petite mutant out.

"The hell is goin' on?" Logan growled, dicing a snaking cable which came at him with a frustrated slash of his claws. "What's Chuck playin' at?"

"Don' t'ink this is the Professor, mon ami," Remy grunted, spinning his staff and cracking it, sizzling with energy, over a gun emerging from the carefully manicured lawn. "Somethin's wrong!"

"Oh yeah," Logan said, pausing to sniff as Piotr totaled another of the attack cables firing at the X-Men. "Somethin' definitely smells off."

With an animal howl he slashed his way through three trip wires shaking his head to brush off the tear-gas they emitted. Logan's enhanced senses helped him zero in on the lean, dark figure which was weaving its way through the chaos and towards the school.

"Oh no you don't, bub," Logan snarled, running towards the figure with a battle-cry which caused it to pivot. Logan ducked and rolled to avoid a barrage of fire from a stray wire trap and with a huge exertion of force, sliced through the arm of the nearest stun-gun, sending the heavy metal contraption hurtling towards the figure.

It hit the fleeing individual in the back of the head and even Logan had to wince at the sound of crunching skull and the scent of thick, wet blood.

Slowing his pace, he squinted as he drew abreast of the dying intruder.

"Shouldn't a' picked this house, bub," Logan said. "You-"

The broken body began to switch, then move. Then, with impossible agility it launched itself back to its feet and cast one glance over at Logan before sprinting towards the school. Momentarily stunned out of his own primal instincts, Logan simply stared.

"What happened?" Bobby demanded, supporting a wincing Kitty as he trotted over to where their teacher stood amongst the wreckage of their state of the art security system.

"What de hell was that?" Remy questioned as he and Rogue waded through the burning, broken machinery around them. Piotr didn't remove his armor, eyes still searching left and right.

"Not what," Logan answered. "Who. And I think I know."

**COMMERCIAL BREAK**

* * *

><p><span>Front Hall, Xavier Institute<span>

"So was this a friend of yours?" Bobby asked Logan as the X-Men followed their teacher cautiously into the mansion, fanning out to cover all the places from which they could be attacked.

"Wish I could say no, Frosty," Logan muttered. "But I think he was. I . . . can't be sure," the burly Canadian frowned. "It's . . . unclear. But I remember his face and his style. We worked together."

"On what?" Rogue asked, standing close to Remy as they moved further into the house.

"Nothin' good, Kid," Logan admitted. "He's . . . like me."

"Friendly an' cuddly?" Remy snarked.

"Yeah, and impossible to kill," Logan breathed, sniffing the air. "He's got a hell of a healing factor and he's not completely useless in a fight."

"So why is he here now?" Kitty questioned, moving like a stealthy cat, body on high alert for any sound.

Logan grimaced. "I got three guesses, and they all end with me."

Upper Levels, Xavier Institute

Ororo steadied the winds around her so that she hung in mid-air and used both her hands to open the third floor window. She stepped inside and dropped gently to the floor. She let the breezes around her coalesce and then slide across the marble floors, keeping her hands out, alert for any change in pressure.

There. The weather witch let a small, grim grin play around the edges of her mouth.

"You should never have come here."

"Oh, I'll beg to differ. Well, maybe not beg. Definitely differ. Definitively differ, defiantly. Ooh, words are fun."

Ororo let the lightning build up in her fist, her back still to the figure at the other end of the hall. "Oh, I think we can incline you towards begging."

Whipping around, Ororo let fly the bolt from her arm, where it spread into three prongs of electricity and hit the male figure directly in the chest. The lightning shivered up his body and Ororo had to steel herself against the smell of burning flesh.

The man collapsed, and Ororo sighed. "Intruders. You never learn."

She walked over to the heap clad in black leather. Frowning, she tilted her head, leaning down to examine the gleaming sword he clenched in his right hand.

Suddenly she was gasping, clawing at the man's hands as he put her into a chokehold, squeezing tightly, rapidly depriving her of her air.

"Hey, I know I was no good in school," he said conversationally. "But it doesn't mean I never learned."

Ororo tried to summon up more lightning, but the bolts fizzled over her captor uselessly.

"For example," he continued, "I taught myself how to skateboard . . . how to play wall ball with one hand tied behind my back . . . I took a cooking class once and if I do say so myself, my spinach rabe is one of finest I've ever tasted."

With one last gasp, Ororo lost consciousness, and the mutant lowered her gently to the floor.

"Of course," he said musingly, "it could be because it's the only spinach rabe I ever had. And I may have overused the chocolate sauce."

Second Floor Hallway, Xavier Institute

"Is there anything useful you can remember about this guy?" Bobby asked in a whisper, nodding to Kitty that the classroom to their right was clear.

"From what I remember, he's a killer," Logan answered darkly. He shook his head, frustrated at the refusal of the splinters of memory to form a coherent, useful picture. "A sword. He uses a sword. Also, bad jokes. I remember really bad jokes."

"Oh, because the Wolverine Comedy Hour was such a success?"

Bobby reacted first, drawing all the moisture in the air together and firing a lance of ice at the mutant. The fighter reacted with an almost bored swipe of his sword, cutting down the projectile and slashing Bobby across the chest.

"Bobby!" Kitty hissed in fury as she charged the attacker, who merely laughed and caught her arm in a grandiose impression of a dancer, kissing her hand before spinning her around viciously and hurling her into a locker.

"Alright, you want me, come get me!" Logan roared, unsheathing his claws. The figure sidestepped Logan gracefully, coming up laughing.

"Oh, Logan, has it been so long?" The man grinned, smoothing back his fine black hair and stretching, twirling his sword like a baton. "Wait, shh . . . you wait your turn," he suddenly barked to his left. "Sorry, sometimes I can't deal with all the TALKING!"

Logan backed away, narrowing his eyes, and the lean man across from him giggled.

"Oh, they told me something happened up here," the mutant said, whistling as he indicated his head. "And I just knew I had to come and visit you, buddy. I said to myselves, selves, you really need to be a friend, because poor Wolves just has no idea what it's like to be one of us. He'll be running here and there, grumbling like an old dog, slogging back whiskey and tellin' every "bub" he meets to leave him alone-" He broke off in another fit of giggles, waving his hand for Logan to forgive him. "Oh, oh - it's just been too long."

"It could a' been longer - Wade."

Wade clapped his hands, prancing on his toes. "Oh, he remembers me! Oh, happy day! See, I knew you wouldn't forget me, pal."

"No such luck," Logan growled. Wade pouted.

"Now don't be like that," Wade instructed, as he shook his finger at the furious mutant. "Not when I made the time to say hello."

"To kill me you mean," Logan said bluntly.

Wade let out another bark of laughter. "Oh, you? No, no, seeing you was just an added bonus. You're not the target at all. My mark is much, much prettier."

Logan's eyes widened and when a deep smirk spread over Wade's face, he charged the other mutant again. Wade swung his sword menacingly as Logan came at him - then pulled out a handgun and shot the other man in the chest, again and again.

Logan went down after four hits and Wade tsked as he walked past Logan's writhing body.

"You really let yourself get rusty," Wade chastised. "Before I could never have gotten the drop on you."

"You stay away . . . from . . ." Logan coughed.

"From who?" Wade finished. "Isn't that the million dollar question. Don't worry, I'll make it short and sweet. Incidentally: just like her."

Room 413, Xavier Institute

"Okay, so if you could all, um, just turn to page four-"

Sid let his voice trail off as the class continued to talk loudly. "I think . . . Professor Monroe said you were working on-"

"HEY! Pipe the hell down or every last one of you is getting detention for a month!" Jubilee ordered.

"You can't give us detention, you're a student," responded a short, pink-haired girl in the second row.

"All I have to do is make one passing recommendation to Professor Logan," Jubilee threatened. "And he'll take you out for wilderness training for the next four weeks."

The pink-haired girl blanched. "You wouldn't."

"Try me," Jubilee baited. "Now we're all gonna sit down and learn some poetry even if it kills us."

"Ooh, I always liked haikus."

The class fell silent as the man in the corner stood up, tapping his chin reflectively, the sword in his left hand dragging menacingly along the ground. "Hmm, here's one . . . I hate broccoli / And think it totally sucks / Why is it not meat?"

Wade winked at Jubilee, grinning wildly. "Oh, and as it turns out? Learning poetry today _is_ gonna kill you, Short N' Sweet."

**COMMERCIAL BREAK**

* * *

><p><span>Room 413, Xavier Institute<span>

"You. You, you, you, you, youyouyou."

Jubilee backed away as Wade advanced on her, swallowing hard. "Yeah, okay - me. What do you want?"

"What do I want?" The mutant shrugged. "I want what everyone wants. Love. World peace. A pony. But right now it's all about work. Namely, killing you."

"Me?" Jubilee shot a terrified look at Sid. "Why do you want to kill me?"

"Want to? I don't want to kill ya, kid. If I had my way I'd probably buy you a drink and take you to a discotheque in ol' Paris. I'm being paid to kill you, because you're all growed up," Wade explained. "I gave you plenty of time before now but I'm sorry, a job's gotta be finished, no matter how distasteful the ending. Kinda like "Lost.""

"What do you mean finished?" Sid questioned. Wade sighed, looking over at Jubilee and raising his hands almost helplessly.

"Oh." Jubilee said after a long moment of silence. "You. You were the one who . . . killed them."

"Sorry," Wade said, almost seeming as if he truly was. "Some of us objected, but things . . . got complicated. I honestly let you go for a while, but . . . there were other cards in play."

"Am I supposed to thank you?" Jubilee demanded.

Wade paused. "Well . . . that would be nice, yeah. Some of us would appreciate it."

Jubilee was careful not to look at Sid as he lifted the letter opener from the desk silently and moved behind the assassin. "Sorry to disappoint you then but that isn't happening."

"Awww. Tears." Wade let out another theatrical sigh as Sid maneuvered into position. "And absolution just sounded like exactly what the doctor ordered today. He-"

Wade hissed as Sid stabbed the letter opener into his lower back with all the force he could muster, groaning as he stumbled away from the young mutant.

"Really?" Wade grumbled, pulling the blade out carelessly to the horrified screams of some in the class. "We're 'Eagle-Feather-Clumsy-Stabbing' now?" With a quick draw pull, he fired at Sid, frowning when the gun jammed. Wade shrugged, and cracked the teen across the face with the butt instead.

Jubilee launched herself at the killer, charging her hands so that when she gripped him by the lapels, the resulting explosion cracked through his whole body before shooting them apart. Coughing, Jubilee pulled herself to her feet only to stare horrified as the unhurt Wade brushed his shirt down.

"Well. That was fun and explode-y," he conceded. "Unfortunately, I think I'll need to bring this to an end sometime tonight." Jubilee's heart raced as Wade danced his fingers along his shimmering blade.

"Oh. And we were just gettin' into it."

Logan, Kitty, and Bobby entered the room in unison, Bobby icing the floor below the assassin as Kitty phased through him, disorienting the mercenary long enough for Logan to grab him by the arms like a rag doll.

"You so low you gotta start pickin' off kids, Wade?" Logan snarled.

"Oh, c'mon, give the lady her credit," Wade protested. "She's not a kid, she's a beautiful young woman. Plenty old enough for handsome, hormone-addled boyfriends, drunken YouTube regrets, and murder. Oh, and yes that is a gun in my pocket. Doesn't mean I'm not happy to see you though!"

Logan grunted as Wade fired into his lower body. The mercenary used the momentum to break free of the Wolverine's hold and race out the door.

Upper Hallway, Xavier Institute

"Ro? Storm? Loa, please, wake up," Remy pleaded, placing his hands carefully under the weather witch's neck as Rogue helped lift her gently from behind her back.

"Uh . . ." Ororo groaned. "Rogue . . . Rem' . . . run . . ."

"No need to run," Remy assured his teacher. "Gon' get you to Professor McCoy."

"Um, actually, I would say there _is_ a need to run."

Rogue and Remy whipped around to see Wade wave his fingers tauntingly at them.

"But, you know, could just be me. Or not."

Remy reacted instantly with a charged card aimed at the assassin's chest. Wade let it hit him and push him back. "Wheeee!" The mercenary skidded and then re-planted himself, waggling his eyebrows at Remy tantalizingly. "Got any more?"

"Plenty," the Cajun growled. Whirling his staff, Remy caught and parried a thrust from Wade's sword, kicking him roughly in the chest and dodging a shot the killer fired off from the hip.

"Okay, now this is more what I'm talkin' about!" Wade applauded, blocking Remy's uppercut and leaping to avoid another swing of the bo staff. "Someone trained you right, huh? Assassin as well?"

"Thief," Remy growled, jabbing his opponent harshly below the waist. "Prince O' Thieves to some, actually."

"Well, then all hail his Majesty." Wade elbowed Remy across the face before dipping into a low bow. "Wait . . . you're from New Orleans, aren't you?"

"What gave it away, mon ami?" Remy asked casually as he flipped away from another gun shot and fired off an Ace of Spades.

"The stench. I'd know bayou bog smell anywhere." Wade leaned away easily from a swipe off Remy's staff and then started to laugh. "Wait . . . you're Remy LeBeau! Oh, I heard of you! What do you mean, you're no assassin? You pulled one of the biggest jobs out there!"

"You' mistaken," Remy hissed, locking his staff with Wade's sword and bringing them body to body. "Sorely."

"No," Wade whispered back, conspiratorially. "I'm not. But I can see you wanna keep it hush hush from your lady friend over there, so don't worry, I'll be silent as that oil executive I had sushi with last week. Well, maybe not quite as quiet, it is hard to talk when your guts are doing a Picasso impression on the Persian rug. Actually, that's a lie. I won't be quiet at all." With a ferocious head butt, Wade knocked Remy, dazed, to the ground.

"Now . . . you . . ." Wade pivoted to point at Rogue.

"Yeah," the Mississippi mutant growled. "Me. Come pick on a lady. You seem the type."

"Rogue, no!" Logan barked. Wade whimpered.

"You just aren't being any fun now. It's a problem, man, it's gonna age you," the mercenary warned. "Well. C'mon! Let's play Cops and Robbers! Catch me if you can!"

The assassin twirled around, plied, and then raced off down the second corridor.

"Wait, wait, nobody follow him!" Logan ordered. Rogue moved to help Remy slowly rise while Bobby and Kitty went to kneel down beside the pale Ororo. Sid and Jubilee flanked Logan, whose eyes were murderous.

"Who the hell is that?" Rogue demanded.

"Wade Wilson," Logan explained. "He's an assassin, he's crazy, and for some reason he's here to kill . . . Jubilee." Logan forced out the final word painfully, clenching his fists.

"Jubilee?" Remy frowned. "Why?" Jubilee looked down and away.

"The bastard is toying with us," Logan roared, pacing like a caged tiger. "I don't get it. I don't remember him like this. He's a snarky prick, but he's not one to leave the job undone."

"Maybe that's not the problem." Jubilee was pale, but her voice only wavered slightly. "Look, he- he had every chance to kill me back there. He obviously can't be killed by us. And . . . and he said the reason he . . . he's coming now was because he had to wait for me to grow up. Maybe the reason he's playing with us is he's hoping we'll find a way to stop him. Maybe . . . maybe he's avoiding it. Maybe he can't do it."

"Oh, he can do it," Logan snarled. "Don't go thinkin' he's got some kind of conscience. We gotta take him out before he gets anywhere near you again."

"No!" Jubilee protested. "Look what he did to Storm, to Bobby!" She gestured to the bleeding gash on Bobby's chest, to Ororo's pale face. "He says he's here to kill me - so let's make him face up to it because I can bet he won't be able to finish the job."

"You aren't going to bet your life on that," Sid stated flatly.

"It's my life to bet," Jubilee stated boldly. "He's here for me, we'll, he can come and face me down then. Besides, I . . . want to talk to him. I need to."

"He's insane, Jubilee," Logan said fiercely. "He was when I knew him and if anything it looks worse now. We don't know what the hell he'll do. We don't even know why he's after you."

"Actually," Jubilee said quietly, "I think I do."

**COMMERCIAL BREAK**

* * *

><p><span>Second Floor Hallway, Xavier Institute<span>

"Oh, I hear a little mouse-y! Yes I do! Come out, come out wherever you - are!"

Wade pivoted and drew his sword, rounding to face a cool-eyed Jubilee. "Oh," he said, raising an eyebrow. "And where are your other little mouse-y friends?"

"Away." Jubilee looked down calmly at the sword and back to the assassin's confused expression. "I thought maybe you wanted to talk to me alone."

"Talk?" Wade snorted. "Is that what you want to call it? Come to beg?"

"Beg?" Jubilee's jaw tightened. "I'm not gonna beg my parents' murderer for anything."

Wade shrugged. "Your call. Bad call, but your call."

"Why? Were you hoping I would beg?" Jubilee's voice was icy with cold fury. "Hoping I'd come in and cry and then you could spare me and pretend that makes up for it?"

Wade took a step back. "You really wanna talk this way to the man holding a sword to your neck?"

Jubilee took a step forward, so that the tip of the blade pressed against her skin, right above her heart. "Why not? I've been waiting for long enough. Ten years, actually."

"Ten years I didn't come and get you," Wade reminded her.

"Ten years," Jubilee continued, "Ten years where I lived in malls and couldn't call my grandmother, or my uncles, or my old friends in China because then they might come and kill me too. Whoever they were. I never knew: no one ever knew. No one could explain why my parents had to die and everyone was so scared of what might happen that they got scared of me. Of you. Because you might come and kill me and take all the rest of them down as well."

"I gave you ten years to grow up," Wade explained, but he was stepping backwards as Jubilee advanced.

"Oh, thanks," Jubilee laughed, voice choked up. "Yeah, thanks for giving me time to find a new family, to live through all the years where I woke up dreaming about their faces, you're a real goddamn hero-"

Sparks spurted from Jubilee, jumping to Wade's sword and he pulled it back, still retreating. "Why?" she demanded. "Why didn't you just kill me then?"

"You were a kid-"

"Yeah, I was a kid," Jubilee's voice broke and energy crackled around her body, snapping along the floor and causing Wade to skip away. "And you could have killed me then, and made it clean. But no, you left me alive. Why? So, so I could grow up without family, blaming myself because I survived? Was it some sick code?"

"I don't kill kids," Wade tried to stand firm now. "It's my rule, I don't-"

"Oh, and that's supposed to be something to be proud of?" Jubilee screamed. All around her fireworks blasted, ricocheting around the hall and Wade had to duck and weave to avoid taking hits to the face. "You just leave orphans instead of making it a nice package deal? Then you let them grow up, and come for them when they've finally found a home? Is that your sick idea of a conscience? Huh?"

Wade opened and closed his mouth, looking almost afraid of the fiery girl.

"Well then do it!" Jubilee screamed over the whizzing of her explosions. "Go ahead! Finish it! Here's your chance! I'm right here, I'm all grown up, so finish it! Send me back to my parents! Go ahead, do it. Do it! Do it!"

"Fine!" Wade exploded and Jubilee stiffened as he pointed his sword at her neck, coming to rest over her pulse point. "Oh, what now?" he growled, turning to his left. "Oh, you again? No, the last time I listened to you - no, no! Don't start that! You remember what happened . . . yeah, well, that's how it is! No? Yes! Go ahead!"

Jubilee took a step back and the sword moved swiftly to her cheek. "No, no, you have to answer for that!" he fumed, and Jubilee shivered at the insanity in his ink black eyes. "You have to answer, planned for, give more - oh, oh oh! Oh, isn't that just how it is! Good for you! Great! Great!"

Jubilee stood, frozen, and the mercenary looked at her, and let out something dangerously close to a sob. "Oh, damn it," Wade swore softly. "This is gonna suck."

Jubilee sucked in a deep breath and closed her eyes, waiting for the blow. Instead there was a resounding crash and she gasped as she opened her eyes to see the edge of Wade's black coat disappearing through the broken window at the end of the hall.

"Kid." Jubilee flinched at the sound of Logan's voice, turning to face him with a tear-stained, coldly pained face. The other X-Men emerged from the surrounding classrooms where they had been waiting to spring to her defense at the signal she never gave.

"Jubilee," Logan corrected himself. "You okay?"

Jubilee bit her lip. "Am I supposed to know the answer to that question?"

"No," Logan acknowledged. "No, I don't think you are."

War Room, Xavier Institute

"Do you think he'll be back?"

Xavier sighed, looking around at the assembled X-Men wearily. "I cannot be sure. His mind was . . . broken. Not merely by mental illness, but I believe by some aspect of his mutation. The same issues which make him impossible to read also make him unpredictable. He could come back within the hour, or within the next ten years, or never. I'm afraid there is no way to know."

"So we're just supposed to wait around until he decides to come and attack Jubilee again?" Sid fumed.

"No, we'll be ready this time," Logan growled. The Professor turned to the silent mutant in question. "Jubilee?"

"I . . . don't think he'll be back for a while," Jubilee said slowly. "And if I survived him once, I can again. I'm more interested in finding out who assigned him to kill my parents and me. We were never able to get . . . get an answer. Not from the FBI, from the Chinese authorities . . ."

"We'll find out for you," Kitty promised. "Right?"

"Righ'," Remy agreed. "Can do some diggin'. We'll find 'em out, Petite."

"Why didn't you tell us?" Bobby questioned. "All this time, you never talked about it and you knew someone out there might be after you. Why didn't you say anything?"

Jubilee bit her lip as her eyes reddened. "I couldn't," she said quietly. "I . . . I didn't know why they - why he came and killed my parents and left me alive. None of my family wanted to take me in because they were afraid someone might come for them too. I guess . . . I guess I felt like if I told any of you then they might be right and then I'd lose the only family I have left."

"But we all got skeletons in our closets, petite," Remy pointed out. "We'd understan'. Out o' anybody, an' we can all protect ourselves too. Why hide it from us?"

"I could ask the very same question of you, Remy," the Professor reminded him. "You went to great lengths to conceal your connection to assassins. All of us have the tendency to believe our perceived sins and fears to be worse than those of our loved ones and when we want to protect those we love, we tend to elevate our fears to the level of monsters and do all we can, and anything we can, to defend against them - even when those closet to us may feel they can perfectly handle themselves."

Remy nodded, chastised, and looked down.

"Do you want to take a preemptive move and strike first?" Bobby asked. "I mean . . . I know I wouldn't feel good having that hanging over my head. If you need closure-"

Jubilee shook her head. "No, I . . . I don't know what I need now. I don't know how to feel. I've been avoiding it for so long . . ."

"There's nothin' wrong with hatin' him," Logan offered. Jubilee just shook her head.

"No, I don't think I do." She looked around at the assembled mutants. "I spent so long thinking the one who killed my parents would be . . . I don't know. A monster, more of a demon. But now that I actually see him, I actually think I'm less afraid than I've ever been. Yeah, he's powerful, but he's also . . . broken. He's almost even more broken than I was when they died. I don't know if I'll ever . . . forgive him, but . . . I pity him. Besides, he took one family from me, but I still have one in . . . in you guys."

"Oh, of course you do," Kitty said, hugging her friend, and was soon followed by the other young X-Men. "And don't you ever forget it."

**ENDING CREDITS**

**Promo For Next Week:** _When Piotr receives a mayday call from his family back in Russia, the X-Men move their Christmas closer to the Arctic Circle as they hurry to stop a menace who may be more monster than mutant._


	21. Chapter 21

_From everyone at the Mutant High: Revolutionary team, we all want to wish you a Happy/Merry Christmas, Chanukah, Kwanza, Yule, Winter Solstice and Holidays!_

**Season Two, Episode Six: Red**

Ust-Ordynski FSB Base, Siberia, Russia

_In Russian, with English subtitles_

"Jesus, it's cold."

"It is barely winter, Dimitri."

The stocky Russian adjusted his gun and glared at his friend, shifting his feet in the crusty snow. "Oh yes, it's all well for you - you've been here for a year. You're used to it. You know there is a reason people were sent here as punishment."

"Stop talking, you'll offend the locals," the taller of the two men warned. "You - wait. Hold! Stop!"

Dimitri raised his gun as well, and as the figure came towards them.

"Gentlemen," the unnamed man said jovially. "And how are you on this fine night?"

"You're on restricted government property," Dimitri warned, as his friend moved to call their superiors.

"Oh, but we are all friends here," the figure presented. "We are in a brotherhood of sin together."

"Great - now we have to explain how a drunk wandered onto the base on our watch," Dimitri griped. "Stop! Halt! I said stop, you!"

"Ah, but you have spent little time thinking on your sins," the figure mused. "Be thankful, then, that we have all of the night to remedy that."

The figure moved closer, opening the giant coat that wrapped around his massive body. Dimitri screamed.

Front Hall, Xavier Institute, North Salem, New York

_"All I Want For Christmas" By Mariah Carey Plays On Radio_

"Look! Look what I did!"

"That's great, sugar!" Rogue praised as one of the younger students pointed to the ornament hanging on the almost fully decorated Christmas tree. "It's perfect."

"Perfect," Remy griped, wrapping his trench coat tighter around himself. "Perfect is Christmas nice an' warm, n'est-pas?"

"No," Rogue argued sweetly. "There's a reason all those songs sing 'bout white Christmases. You just gotta get used to how things are up here, Remy."

"This one will do no such t'ing," Remy sniffled. "An' Christmas songs are horrible, comprends? Everyone knows so, them."

"I woulda thought you'd be in favor of Christmas songs," Rogue said, tapping him on the nose with a gloved hand. "Since one of 'em does talk about red noses and you need all the favorable spin on that count you can get."

"I'll have you know," Remy sniffled, as dignified as possible, "'Dat this one is still as suave and dashin' as ever, me."

"Sure you are," Rogue said indulgently, laughing when Remy playfully yanked on her hair.

"Isn't it just sickening?" Jubilee posed to Sid, shaking her head at the two southern mutants. Sid blinked as he handed Jubilee another string of mutant-adjusted lights to hang up over the doorway. "What is?"

"Laziness," Jubilee proclaimed, swaying from her perch on the ladder. Picking up a dull bulb, she blew on it and tossed it over to the cuddling mutants on the couch, where it whizzed and banged, making Rogue jump and Remy display a supremely rude gesture.

"Get back to work, lovebirds," Jubilee ordered.

"That's not exactly in the holiday spirit, now is it?" Sid chastised.

"Which holiday?" Kitty teased as she and Bobby carrying in a large, brass menorah and propped it up on an alcove. "My holiday says nothing about disciplining slackers. Next time they get lazy send them over to me."

"What are your thoughts on mistletoe?" Bobby questioned. He rubbed his hands together and blew on the tree, creating an array of tiny icicles, much to the younger children's delight.

"Don't even think about it, Frosty," Logan grumbled, rounding the corner. "None of that goes on where I can see it, or we'll all have a damn un-Merry Christmas."

"Thought you were supposed to be in the kitchen helping Ororo?" Kitty reminded.

Logan grimaced. "I was. I was then told that my suggestions for improving the dinner were not appreciated."

"That's because Budweiser simply doesn't work well in eggnog," Ororo explained as she strode out. "But you can still help me set out the pies."

Logan growled, taking another swig of his beer.

"Well, I'm glad to see everyone enjoying themselves," said the Professor mildly as he wheeled around the tree and into view. "Has anyone seen Piotr?"

"I think he's over by the fireplace working on Christmas cards," Jubilee supplied.

"Thank you," Xavier responded, with his usual kind smile, before moving past the sea of Christmas decorations and gifts to the fireplace. Piotr sat, deeply concentrated, on the fireplace edge working steadily on a long letter. The Professor waited in amused silence, before clearing his throat.

"Oh! Professor! I am sorry," Piotr apologized, blushing.

"That's quite alright," Xavier soothed. "That's quite a long letter."

Piotr looked down, and then up, a smile just lingering at the corners of his mouth. "Yes. For my mother and sister. Hopefully it will get to them by Christmas. It's my way of . . . being there, when I cannot."

"Then I have some very happy news for you," the Professor smiled. "Your sister is on the phone for you."

Rather than joy, Piotr's face displayed something close to terror as he took the phone offered him by Xavier. "Illyana?"

"Hello Piotr," said the girl on the other line. "How are you?"

"Illyana what's wrong?" Piotr demanded, lowering his voice, while the Professor frowned, surprised.

"Nothing is wrong, brother," Illyana said stiffly. "We're fine."

"Whoever is listening, here me now," Piotr said slowly. "You want to speak to me, speak to me. Don't hide behind my little sister."

Piotr heard movement and his grip on the phone tightened.

"S Roždestvom Khristovym, Piotr," said a male voice, and Piotr's eyes widened in recognition. "I can promise you your sister is well. But she may not be soon, if you do not help us."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Aleksandr Dyachenko

Written By Jose Molina

Directed by David Solomon

Created by Joss Whedon

* * *

><p><span>War Room, Xavier Institute<span>

"So they're threatening your sister?"

The muscles in Piotr's arms tightened at Kitty's question and the Professor laid a hand on his shoulder. "They say they are not," Piotr replied in clipped tones. "They say they only asked her to call so I would answer. They say there is a mutant who is attacking my . . . home. They say he is killing military and civilians and they cannot fight him without mutant help. My help."

"But you don't believe them?" Bobby asked, half-knowing the answer. Piotr met his eyes.

"No," Piotr said stonily. "These men are . . . capable of going to great lengths to get what they want."

"But you think your sister might be in trouble," Rogue followed up. Piotr nodded.

"There's no reason we can't go and check it out," Logan put forth. "One way or another we can get the truth out of him."

"These men are dangerous," Piotr warned. "This is not going to be . . . pleasant. They are FSB, the heirs to the KGB. "

"Woah, since when are you connected to the Russian secret service?" Bobby asked. Piotr looked away, his knuckles cracking. "I am not."

"So Christmas, with the Russian CIA, in Siberia," Remy remarked. "Sounds like fun, n'est-ce pas ?"

"I will not ask anyone to go," Piotr promised. "Logan and myself can handle this."

"Oh, now this one wasn't sayin' that!" Remy protested and was followed by a flurry of similar replies from the other young X-Men.

"No way!" Kitty practically shouted. "We're coming with you!"

"Definitely," Bobby confirmed.

"This is not a mission for the X-Men," Piotr argued. "This is a family matter."

"Exactly," Kitty said, bright eyed and determined. "Which is why we're going."

Blackbird, 20,000 feet above Western Siberia

_Immigrant Song by Karen O, Trent Reznor, and Atticus Ross Plays Over Following Scene_

"So how are we gonna handle these guys?"

Rogue looked around at Bobby and Kitty and Remy. They all turned towards Piotr, who sat in the seat besides Logan, pointing out directions.

"With finesse," Logan instructed. "No need to offend 'em. We get in, find out if there really is a mutant killin' civilians, and then either get out, or get him."

Logan frowned at the snorts that followed his little speech. "What, somethin' funny?"

"It's just that . . . you," Rogue explained gently. "Tutorin' us about finesse and tryin' not to offend people."

"Yeah, ha ha," Logan grumbled.

"These people would not be above labeling a mutant who disagrees with the government as a killer to get rid of him," Piotr stated gravely. "We must make certain that they are not simply framing him in an attempt to weed out an activist."

"We can do it," Remy promised. "This one knows a frame job when he sees it, mon ami."

Piotr nodded, seeming preoccupied. "There." Piotr pointed to the screen. "A little to the left and we'll be right above Ust-Ordynski."

"Where's the base?" Logan questioned as he lowered the plane's altitude, grimacing as he did so, his hatred of flying unchanged after weeks of practice with Ororo.

There was a crackling sound and then a transmission boomed through the plane's speakers in Russian.

"What's he sayin, Tin Man?" Logan asked.

"He says to descend and land in their ramp," Piotr translated. "There."

"Oh," Kitty said as the clouds cleared. "There's the base."

Ust-Ordynski FSB Base, Siberia, Russia

"Piotr, Skol'ko let, skol'ko zim! And you bring many friends to us." The man switched to English as he strode across the landing platform towards them, flanked by two men in black carrying guns that made Logan whistle in appreciation. The man was not overly tall, but his bulk was mostly muscle and he carried himself with authority. His mustache covered a genial smile. "More mutants?"

"Is that a problem, Vadim?" Piotr asked with steel in his voice.

"Not at all, my friend," Vadim said, clapping Piotr on the back. "More is better, much better. Let me introduce myself: Vadim Gregorovich Saltykov, head of FSB's Mutant Division."

"You have a mutant division?" Logan said, shaking the man's hand uncertainly.

"Of course," Vadim said, shaking the hands of Kitty, Bobby, Rogue and finally Remy, who was the only one to smile back. "We would never risk losing out on all of our talented agents simply because they are mutants. Unlike other governments we find it better to utilize what evolution has gifted to us all."

"Very forward," Remy said appreciatively.

"Thank you." Vadim made a small bow in his direction. "So, if you will all follow me inside we can explain to you our situation."

Logan nodded, making a gruff sound of agreement, and the X-Men followed through a small door which led down a long dark hall to a security scan.

"You're being pretty friendly," Bobby whispered to Remy.

"Oui," Remy said with his trademark grin as a burly Russian motioned for him to step through the full body scanner. In a lower voice he explained, "It's always best to be friendly - they either think you' agree wit' them or you' stupid. They let things slide then, mais oui?"

"Can we quiet the chatter and get this over with?" Logan requested, glaring at the officer who motioned him through the scanner. "Like to make this as quick as possible."

Unfortunately for Logan, the X-Men had to pass through three other checks and processing stations before they were admitted into a dark, nondescript room possessed of a table, several chairs, and a large screen taking up the left wall.

"Firstly we would like to thank you all for coming," Vadim began.

"You said it was urgent," Piotr interrupted. "So speak with urgency, Vadim."

Logan raised one heavy brow, and Remy mouthed 'finesse.'

"Of course," Vadim said considerately. "The mutant we are looking for appeared four months ago." The Russian tapped the screen and it blinked into life. "We first found the bodies of several men." He waved his hand to show the pictures, their names and identifying information displayed in a row. "We speculated at first that it was poison, but when we probed closer we could find nothing that would do this."

"What did it do?" Remy prompted.

"Drained them," Vadim said shortly. "All of their bodily fluids: hormones, blood, water, seminal fluids, everything. Their bodies also showed signs of rapidly increased aging, as if the very life was pulled out of them. We could only conclude a mutant."

"So when did it become serious?" Piotr asked. Vadim frowned. "I do not-"

"When did they start attacking you?" Piotr asked significantly. Vadim nodded, his mouth tightening.

"Two weeks ago," Vadim answered. "He began by attacking our men when they were in the town, but lately he has been breaching the base. We have reports of similar attacks. Here is his track record," Vadim indicated, changing the screen to show a map of Russia marked up with the sites of murders. "He seems to need to attack - whether because of psychological or physiological reasons, we cannot tell."

"Why would a mutant evolve who needs to feed off of others to survive?" Kitty asked. "It would be a disadvantage, an unhelpful evolution."

"You say it is impossible?" Vadim probed.

"No, just . . . unlikely," Kitty amended.

"You got guys out looking for him?" Bobby asked.

"Yes," Vadim said with an eye to Piotr. "And because of this I can release you for the night. When this madman is spotted, we will contact you immediately." Vadim handed Logan a small device. Glancing at Piotr, Vadim added, "I am sure you are anxious to see your family."

Home of Anya Rasputin, Ust-Ordynski, Siberia

"Please take the car away," Piotr asked Vadim as the black car pulled down the street, his eyes on the small white house at the end.

"Your mother may come after me with her knives if you freeze walking to her door," Vadim laughed. The vein in Piotr's neck bulged. Vadim waved for his driver to stop.

"Alright, my friend," Vadim said and nodded to the other X-men as they exited the car. "Be ready. This monster may attack at any moment."

Piotr didn't respond, turning away to lead the others towards the house.

"That enough hats for ya, Remy?" Rogue joked as they trudged through the snow ground to the small white house. Remy sneered as best he could from under his giant furred coat.

"Don't she know we're comin'?" Logan asked Piotr as they filed up to the door.

"Yes," Piotr answered. "But I did not wish to . . ."

"Be seen drivin' to her house in their cars, with them," Logan supplied. Piotr met his eyes and Logan nodded. "Okay, Tin Man. Let's meet your-"

The door burst open and all the X-Men took a step back as a fierce, middle aged woman, her hair gently silvering, pointed a giant carving knife at Piotr.

_In Russian, with English Subtitles_

"You!" she thundered, "You worry your poor old mother like this! Taking forever to come home! You don't call when you land, you you-"

"Mama!" Piotr shouted. "You are not old and I am not a little boy, please."

"Oh, not in front of your friends then, eh?" Mrs. Rasputin said knowingly, switching to English. "Please, all of you, come inside. Don't stand in the cold."

Exchanging nervous glances, the X-Men moved hesitantly into the warmly glowing main room and were greeted by a blur that flew past them and latched onto Piotr with a running bear hug and wouldn't let go even when he stumbled into the couch.

"Illyana, please," Piotr protested. "You're . . . choking me."

"You deserve it," Illyana said in Russian. With a final squeeze she let him go and glared at him. "We had dinner all ready for you, and now we need to heat it up. You should apologize to your friends."

Piotr turned to look helplessly to the X-Men. Logan's eyes were focused on the woman with the knife - he looked more than a little scared. Remy shivered inside his robes, and Bobby surreptitiously pushed some of the cold out through the cracks in the windows.

"Mrs. Rasputin," Kitty said, removing her hood to extend her hand. "We're really pleased to meet you. I'm Kitty - Kathryn Pryde."

"And I'm Rogue," Rogue followed up politely. "We're sorry if we're late," Rogue put in politely as well. Mrs. Rasputin beamed.

"Now see, your friends have good manners," Mrs. Rasputin chastised. "My name is Anya. This is Illyana."

"This is Professor Logan," Piotr said, finding his voice again. "And this is Bobby Drake and Remy LeBeau."

"Prekrasniy," Anya beamed. "Please, all of you, sit down. Like any foreigners it is clear that if you do not eat you will fall over and then we'll be responsible for your deaths, please."

The X-Men hesitated, and Piotr cleared his throat. "Matushka . . . the knife."

Anya glanced from the X-Men to her hand and let out a full bellied laugh. "Oh, I am sorry." Anya rammed the knife into the wooden kitchen table. "There, now. Does everyone feel safe?"

"Can't speak for the others," Remy said finally, "But I feel right at home, me."

Twenty-minutes later Anya was laughing at Kitty's stories of her son while he blushed and ate the mountains of food she heaped on him, Logan was downing vodka like it was water, and Illyana was eagerly probing Remy for more discussions of magic.

"You're from New Orleans, where they do Voodoo?" Illyana asked excitedly.

Remy laughed. "Oui, petite."

"I belong to a Wiccan coven here," Illyana informed him. "But I really want to learn other systems of magic. I-"

"Illyana, don't bother the poor boy with that foolishness," Anya ordered. "Remy, your glasses: can you take them off or would it hurt your eyes?"

"No, ma'am, it wouldn't hurt them none, but-"

"Then please, feel free to remove them," Anya gestured. Remy swallowed, glancing over at Rogue before slowly pulling his dark shades down and laying them besides his plate, exposing his red-black eyes.

"Woah," Illyana breathed. "Can you . . . can you make other parts of your body change color?"

"Illyana," Anya reprimanded in a hushed voice.

"No, il est bien. It's fine, ma'am," Remy soothed, nodding to Anya, then turning to Illyana. "Non, petite, I can't make other parts of my body change color. I can make other things change a bit, but then things get a little . . . explosive."

"And you?" Anya turned to Rogue. "You are still wearing your gloves - are you cold, or is your skin . . . like his eyes?"

Rogue's cheeks heated and she gave a small shake of her head. "No ma'am, my skin . . . it wouldn't be a good idea for me to have it . . . exposed."

"O Bozhe," Anya breathed. "So . . . you are all mutants?"

Kitty, Bobby, and Logan nodded. "Kitty can move through solid objects," Piotr supplied in the resulting silence. "Logan can heal himself, and Bobby has a way with ice."

Anya sighed deeply, before straightening, her beetle black eyes proud and piercing. "It was hard for Piotr here, at first. I am sure things have been hard for you. Things are not always as forward here as . . . others may have tried to tell you. But in this house things will not be hard. In this house we will try to have a place of peace for all of us."

"We appreciate that," Logan acknowledged. Anya smiled. "Good. Now for dessert."

Upstairs, Home of Anya Rasputin, Ust-Ordynski, Siberia

Rogue finally gave up sleeping and sat up on the tiny trundle bed. She'd requested a separate bed and felt horrible about burdening Mrs. Rasputin while doing so, but she knew she could never feel safe sleeping, unguarded, downstairs with the others. But alone and cold she knew she would get no rest and so she moved downstairs on quiet feet. Unsure of where to go, she saw movement towards the kitchen and treaded over, half-on alert.

"Izvinite!" Anya made a little jump and Rogue pulled back, but the woman had back her engaging smile and she waved Rogue into the kitchen. "Can't sleep, masha? Come and sit. I'll get you something to eat."

"Thank you," Rogue said, a bit embarrassed as she sat. Anya laid out a glass of milk and a dish of pastila. "I just couldn't sleep. But it wasn't the room! The room was lovely, and thank you for finding me a spare one. I felt bad . . ."

"Oh, no," Anya said kindly. "Many a night since Piotr left I have not slept."

"He seems very happy here," Rogue offered. Anya smiled wryly. "You are wondering why, if he was so happy here, he chose to leave us?"

"I didn't mean to be nosy," Rogue blushed. Anya waved it away. "No, no, it is the natural thing. But the truth is that I myself don't know. His own mother. My Piotr is a private boy. Such a private boy . . ."

Rogue opened her mouth to offer some kind of reply, when Logan rounded the corner.

"Logan, what is it?" Rogue asked, knowing something was up from the energy practically bristling off the burly Canadian.

"That was them," Logan said in a grim voice. "They say they found our mutant. They're callin' us in."

**COMMERCIAL BREAK**

* * *

><p><span>Parking Lot of Stanislaus Mall, Ust-Ordynski, Siberia, Russia<span>

Logan led the X-Men up to Vadim, who was speaking rapidly in Russian to three of his men. Another five were spread out behind different cars, guns at the ready.

"Good, you are here," Vadim said when the X-Men approached. "We have established a perimeter around where we think he is."

"Where you think he is?" Logan probed. "Haven't you seen him?"

"We found his . . . work," Vadim said through gritted teeth. "One of our own, he called it in before he was . . .Dr. Yelizarov can show you." He indicated a gaunt, blonde man who was bent over a half-covered corpse. Logan saluted Vadim and the X-Men moved to kneel down beside the corpse.

"You see how he is pale all over," Dr. Yelizarov explained. "I can find no lividity, which should be here. Just like the others, his skin is desiccated . . . like all of his fluids have been drained. He has no wounds of defense, as if it happen too fast for him to fight back. It make no sense. I cannot understand. He-"

Logan sniffed at the body and his eyes widened. He yanked the sheet down, amidst the cries of protest. Kitty drew in her breath sharply and Rogue grabbed Remy's hand. The body was chopped and hacked, exposing bone - or what should have been bone.

"This looks like adamantium," Logan growled. "Was this part of your killer's work, huh?"

Dr. Yelizarov pulled the sheet back over the bottom of the corpse. "That has no business with how he died."

Logan opened his mouth to respond, but suddenly there was a flurry of loud cries in Russian.

"Stoj! Požar!"

"Alright," Logan stated. "We need to -"

"I'm going," Piotr said shortly, setting off at high speed.

"Piotr, wait!" Kitty yelled, following after him, phasing directly through two soldiers and a car.

"Oh, goddamn it," Logan screamed. "C'mon, let's get after 'em! Now!"

The X-Men fanned out over the lot, Remy twirling his bo stick in readiness, Logan unsheathing his claws.

"Bobby, can you do something about our vision?" Logan requested.

"Got it." Bobby took in a deep breath and blew it out, spreading his arms wide. The snow and fog parted, expanding over the parking lot, clearing the field and exposing the trail of bodies. The figure bending over one stood and in the now open air his booming laugh was distinctly audible.

"Wonderful, my friends!" The large man spoke in booming Russian. "Now we are all one big happy family again!"

"Piotr, what's he saying?" Bobby shouted.

"Don't matter," Logan growled. "He's our man - take 'im down!"

Remy moved in first, vaulting himself closer to the giant figure with his bo staff as he shot three charged cards towards him. They hit with deadly accuracy, but were met with only laughs by their target as he opened his giant coat to reveal two glinting metal appendages. Remy dodged one snaking tentacle, flipping over a car to avoid the second.

"Nice arms, mon ami," Remy joked. "Tell me your secret, you."

With a snarl, his assailant thrust his arms forward, and Remy dodged again. "We gotta work on your aim, homme."

"Remy, look out!" Rogue screamed as the tentacles lifted a half busted silver vehicle and hurled it at the Louisiana bred mutant. Remy skidded backwards, just managing to avoid being crushed as the car banged him heavily in the chest as it came to rest.

"NO!" Rogue set off at a run to intercept the large Russian, punching into one of the tentacles as it moved towards Remy, wincing at its effect. The murderer turned to face her, allowing her to see his expressive, dark eyes and thoroughly unpleasant grin.

"Lyubimaya," he crooned.

"Love this," Rogue snarled, aiming a kick at his broad chest. He stumbled back, blinking for a moment or two in surprise, before chuckling. "Ty mne nraveshsya."

His tentacles loomed above Rogue's head for a few moments and then the big man grunted in surprise when they began to stiffen, slowly growing a sheet of ice.

"Shto eto?" the Russian demanded.

"Rogue, now!" Bobby cried, running up from behind, his arms outstretched, one hand controlling the ice, the other formed into a fist.

"Ach!" Their opponent made an annoyed sound and the tentacles broke free. With a roll of his eyes, he turned around to backhand Bobby viciously. An enraged Rogue made for one of the tentacles, missed, and found the giant's hand around her throat.

"Bad . . . decision," Rogue choked, pulling down her collar enough for her bare skin to touch his. The man's dark eyes widened and he grunted in pain as he felt the drain of Rogue's power.

"Chto ty delayesh?" Shaking his head, snarling in fury, the man thrust Rogue away and she landed heavily on the asphalt of the parking lot.

"Alright, bub, you're payin' for that," Logan roared, leaping up to run his claws down the giant's back. His target gave a roar of his own, whirling around to thrust a tentacle at him and his metal met Logan's with a resounding crash, making both men quake.

"Da!" the giant smiled broadly. "Vy menya panimayete?"

"Sorry pal," Logan responded. "I don't speak Red."

The giant shrugged, and attacked Logan with his arms, both human and metal and for a moment the two men were a blur of blows. "That . . . all you got, Russkie?" Logan challenged, trying to ignore the ache in his limbs. "C'mon, you-"

The Russian caught Logan's wrist in one of his hands and opened his mouth, revealing a pair of teeth coated with what looked unsettlingly like blood.

"Oh, you're not," Logan groaned as the man bent his head towards him, struggling hard. That horrifying mouth was inches from his neck when two metal arms took hold of a tentacle and pried it away. The giant's eyes flicked over with mild interest to inspect the annoyance, and then dropped Logan like a stone.

"Piotr," the giant purred. "Kak pozhivaesh?"

"Nyet," Piotr responded as the big man turned his focus to him, allowing Logan to regain his footing and move into another fighting stance. Piotr shook his head at his teacher, waving him aside. "I do not know you," he continued in Russia.

_In Russian, with English subtitles_

"Oh, Piotr," the giant replied. "And we were so very like brothers once upon a time. How can you not know me now?"

"No," Piotr breathed. "You . . . no. You were dead. They killed you."

"Yes, they did indeed," his fellow Russian chuckled. "But strange, I did not die. And so they determined there were other uses for me, our noble, incorruptible friends."

"You are lying!" Piotr screamed. "You were arrested, you were executed!" The big man spread his arms.

"And yet here before you I stand, my brother, my friend," the massive man proclaimed. "Come now, are you surprised they saw me as such a valuable . . . asset? And you, are you not happy to know you are not alone?"

Piotr shouted an unintelligible defiance at the mocking figure, charging towards him like a human tank. But his self-proclaimed friend only dodged, moving more quickly than would seem possible for a creature of his mass.

"Fight me!" Piotr challenged.

"Not yet, my friend," the man declined. "Not quite yet. Do vstrechi."

Ust-Ordynski Military Base, Interior Chamber, Siberia, Russia

"Vsyo pad kontrolem," Vadim assured the six mutants when they finally entered the private chamber in the base. "Everything is under control-"

"Stoj!" Piotr thundered, banging his hands down on the table, his metal rising back up his arms in anger, making the room shake. "Stop lying to me," he said, his eyes fixed on Vadim.

"We did not think you needed to know," Vadim said, not meeting Piotr's gaze.

"I didn't need to know!" Piotr laughed angrily. "I didn't need to know Arkady was ALIVE?"

"Wait, you know this guy?" Logan interrupted. Piotr bit his lip.

"Arkady Rossovich," Vadim explained slowly. "He and Piotr knew each other when they were young, were friends-"

"Before I found out he was murdering men, women, children and burying their bodies in shallow graves," Piotr growled. "And I turned him in. And he was executed. Or was he not?"

"No, he was," Vadim chuckled wryly, putting his hands into his pockets. "Lethal injection, and it should have killed him. But . . . he survived. It . . . was very promising."

"Promising?" Bobby asked, eyes widening.

"Of course," Piotr supplied bitterly. "What could the military not do with a man who cannot die?"

"But his arms," Logan pressed. "He had adamantium . . . even mutants aren't born with that."

"Carbonadium, in fact, very similar, developed in the last days of the Union," Vadim admitted. "He was enhanced with them, after his training. His codename was Omega Red. He seemed like he might prove useful, but his . . . natural inclinations could not be controlled."

"So when he started to murder again you cut him loose on the rest of your civilians?" Kitty snorted in disgust.

"We built a chamber meant to hold him," Vadim argued, raising his voice. "He escaped. We have been trying to recapture him. We have not had success."

"Sloppy," Remy criticized. Vadim glared at him. "Oh, it does not meet your standards?"

"Callin' in someone else to do your dirty work, you? Just expectin' them not to put it together? No plan to restrain votre problème?" Remy sniffed. "Oui, it does not meet my standards."

"We can contain him if we can get him into the cell," Vadim tried to bargain. "We just need your help-"

"To fix your problem?" Piotr hollered, getting up into Vadim's face, switching to Russian. "You want me to deal with the monster you let loose on Mother Russia! The monster I gave you to destroy! Instead you made him into an even more deadly weapon. The weapon you would have made me."

"Please," Vadim pleaded. "You are not Arkady, you are like your father-"

"Don't you dare!" Piotr lowered his voice, threatening. "Don't you . . ."

Piotr pulled himself away, stumbling back. His face constricting in pain, he shook his head. "Nyet. No. No." Backing away he moved out the door, as if unsure of everyone in the room.

Ust-Ordynski Military Base, Outer Courtyard, Siberia, Russia

"Piotr!"

Piotr closed his eyes and let out a deep breath, watching it spiral into the air. "Kitty, you should not be out here, it is too cold."

Kitty rounded to face him. "If you can deal with it, I can too."

"Not with this," Piotr denied.

"You're not responsible for what he's done, Piotr," Kitty persuaded. "You did everything you could."

Piotr looked away, as if trapped. "Kitty, Katya, please, just go inside."

"You wanna stay out here and beat yourself up?" Kitty pressed. "Tough, I'm not gonna let you do it. This is their problem, their issue-"

"I. Am. Them!" Piotr exploded, and Kitty stepped back. "I'm sorry," he said, holding his head in this hands. "I . . . I was a part of it."

"Of what?" Kitty said, more gently. Piotr swallowed hard.

"My father was an . . . agent," Piotr said, haltingly. "He worked for these people. And then . . . after I found out about . . . Arkady . . . They approached me. They said . . . I showed promise. That I would be able to help my country." Piotr smiled harshly. "I wanted to help. They said I could."

"Piotr-"

"So I trained with them," Piotr continued, as if, having begun, he could not stop. "I worked with them. I let them mold me. But the things they had me do . . . I knew it could not be for the good. They wanted to make me the perfect weapon. A killer. I could not do it. I knew . . . I left." Piotr nodded. "I had to get out. But I could not stay around my mother, my sister. I could not . . . contaminate them."

"Piotr in all the time I have known you, you have never tried to do anything other than help people," Kitty said earnestly. "You would never hurt anyone, we know you . . ."

"But you do not, do you?" Piotr argued. "Not this part of me. Not the part that could become like them."

"That is your choice, Piotr!" Kitty stated. "You chose to leave, you chose to get out. Arkady didn't, Vadim didn't. That's all that matters."

"Perhaps," Piotr replied, sounding unconvinced.

"No," Kitty said firmly. "Definitely." Piotr smiled at her, and Kitty embraced him.

"Thank you," Piotr said into her shoulder. Kitty smiled, rubbing her face into his coat. "There's no need."

"Hey!"

Piotr and Kitty sprang apart, embarrassed as Bobby and Remy ran up, Rogue and Logan following close behind.

"You okay, homme?" Remy asked carefully.

"Oui," Piotr said, his accent making Remy grin.

"Well it's your call," Logan ventured. "But they say Arkady has attacked again. Civilians."

"Sure," Bobby rolled his eyes. "They just wanna help, right?"

"It's your call, Tin Man," Logan posed. Piotr drew himself upright.

"My call."

"If you say we don't go in, we don't," Logan promised. Piotr gave a half-smile.

"If we let innocent people be hurt, because we are afraid for ourselves," Piotr said, "We might as well all sign up with the FSB. No. Let's finish this."

**COMMERCIAL BREAK**

* * *

><p><span>Tsentralnaya Ulitsa, Ust-Ordynski, Siberia, Russia<span>

"What happened here?" Kitty breathed, staring out over the bodies strewn about the street.

"You have to ask?" Bobby breathed.

"Do we have a plan this time?" Rogue questioned. "We kinda embarrassed ourselves last time."

"This one takes offense at that," Remy replied, whirling his bo staff, eyes alert. "I . . . wait. Hear that?"

The X-Men froze, and then Logan signaled. "Here, right here."

Piotr was the first to make it to the gasping, bleeding body of Vadim Saltykov. "Piotr," the chief director coughed in Russian. "I want . . . you to tell my mother."

"Don't talk like that," Piotr warned, holding the man's shaking hand. "We will get you to the hospital."

"No time," Vadim replied. "You must know . . . his mutation . . . he must feed to survive. But . . . if you can force him to extend his energy long enough . . . he may be killed."

"Just try not to talk," Piotr pleaded, his throat tightening.

"Your father," Vadim began.

"Don't, Vadim, don't-"

"He was not a perfect man," Vadim struggled to say, blood blooming at the edge of his mouth. "But he did good things too. He would have wanted you to . . . use your strengths . . . to help . . . our . . . our-"

Piotr gasped as Vadim's grip on his hand went slack.

"Kak dvizhushchiyesya, moy drug."

All of the X-Men turned immediately to face Arkady, but Piotr stood up slowly, letting out a long, slow breath. "I am not your friend, Arkady."

"Well," Arkady continued in their native language. "How unfortunate for you. Until now my tender feelings for you have kept me from hurting you. You have cut me deeply. I suppose I owe you for handing me over to the wolves."

"Try this wolf first."

Arkady roared as Logan jammed his right hand claws into the Russian's side, parrying one of his tentacles with his left. Logan pulled back, and Arkady charged towards the Canadian.

"Oh no, homme, no' this time," Remy growled, leaping onto the giant's back, putting his bo staff around Arkady's neck and pulling it tight, charging up the man's coat. Arkady struggled, finally reaching over to grab Remy and tossing him hard. Remy tucked and rolled, landing on his feet as the coat exploded. Arkady stumbled, hissing and spitting and trying to pull it off. Bobby stepped forward and thrust his hands forward, focusing as ice build up on the coat, holding it to his back.

"Nakipʹ," Arkady spat, backhanding Bobby who hit the ground, hard. Arkady shook like a dog and his iced coat shattered, icicles flying, forcing the X-Men to duck. When Rogue looked up Remy was kneeling on the ground, clutching his head.

"Hellfire," Rogue snarled, barreling towards Arkady, pummeling him with her fists. Arkady grabbed her left arm and Rogue tugged off her right glove with her teeth and slapped her bare hand against Arkady's face. They both drew breath sharply as Rogue's draining power warred with Arkady's. Rogue bit her lip, holding in her whimpers of pain. Slowly, Arkady began to grin as Rogue started to crumple. Suddenly Arkady's eyes widened. Dropping Rogue, he clutched at his chest, a steady scream building up to a wail until Kitty emerged, covered in fluids.

"Gross, majorly gross," Kitty spat, shaking. Arkady aimed a powerful kick at the little mutant.

"Kitty!" Rogue reacted on instinct, shoving her friend out of the way, and taking the blow. Logan slid across the icy ground to catch the white-streaked mutant before she hit the concrete. Arkady beamed, then turned his gaze to Kitty.

"Nyet," Piotr demanded, stepping firmly in front of the smaller mutant. "This has been coming for a long time, so aim it at me."

"Da," Arkady consented, and his tentacles extended out, slamming into Piotr's metallic skin. Grabbing one arm, Piotr grunted as he applied pressure.

Arkady simply laughed. "You think you can break me?" he challenged. Kitty phased through the other tentacle, trying to disturb the electrical flow, and with a roll of his black eyes, Arkady shoved her aside.

"This is between brothers," Arkady said, opening his wide mouth and bending towards Piotr's throat as the mutant struggled to hold him back. Piotr narrowed his eyes, and then blinked.

"Illyana?"

His sister smiled, and then her entire image wavered. Piotr blinked, wondering why he was hallucinating _before_ he was dead. His sister reached out her hand, and Piotr smiled.

"To, chto ty ulybayeshʹsya?" Arkady demanded. "To . . . to . . ."

Arkady began to shudder, and Piotr's eyes veered between his sister and the giant, who was trembling as if weakening. While his mind was a mass of confusion, his body reacted: throwing the limp tentacle aside, Piotr launched himself towards Arkady's throat. He fixed his face on Illyana, willing her to look away. Illyana nodded, closed her eyes, and Piotr snapped Arkady's neck.

Grunting as the body fell, heavily, Piotr staggered away as the other X-Men gathered around the huge, immobile form.

"Think he's actually dead this time?" Logan questioned, supporting a limping Rogue.

"I say we make sure," Remy offered, holding his head in his right hand, using his bo staff to support his weight.

Kitty turned to Piotr, who continued to stare ahead, eyes intent on blank space.

"Piotr?" she breathed. "What is it?"

"Do you . . ." He turned to face Kitty's questioning gaze.

"Nothing," he responded, shaking his head. "Nothing."

Home of Anya Rasputin, Ust-Ordynski, Siberia, Russia

Candles filled the tiny white house as all of the X-Men crowed into the kitchen table, save for Piotr, who stood in the kitchen wiping down plates after the hearty meal his mother had cooked. Anya's sharp eyes couldn't be avoided, and Piotr sighed as she walked over to him.

"Chto eto takoye, moy milyy malʹchik?" Anya demanded gently.

"Still thinking about things," Piotr responded in Russian. "Thinking about . . . Dad."

Anya sighed. "Ah. Your father. You know how he loved us all."

"Am I like him?" Piotr asked, polishing an already thoroughly clean plate. Anya pressed a hand to her son's shoulder.

"In only the best ways," she promised, turning his face towards her and taking it in her hands. "Oh," she breathed, tearing up. "I loved your father with all his wisdoms, and all his faults. But I have always known you would be a better man than him. And you prove it to me every choice you make, moy dorogoy."

Piotr took one of his mother's hands in his own. "You could come with us. America is beautiful, Matushka."

Anya tsked. "I believe you. But I belong here. Your sister, however . . ." Anya nodded over his shoulder. "She will have so much more in America. Her . . . she should go."

Piotr turned as Illyana came up to him, and Anya slipped quietly away. "Illyana, Mama seems to think you would enjoy America."

Illyana smiled. "Oh . . . you think they would . . . accept me? At your school? I mean . . . I'm not like you-"

"But you are, aren't you?" Piotr countered. He took a step forward. "Illy . . . I saw you. You stopped him. You did."

Illyana gave a small laugh. "That wasn't mutation, Piotr."

"Then what was it?" Piotr asked.

Illyana drew herself up, and it seemed that a light passed over her face. "It was magic."

December 24th, Front Hall, Xavier Institute

"Not another carol, please," Logan groaned, downing another beer glass full of eggnog. "Hey, isn't your head still recoverin', Gumbo?"

"This one cannot resist Christmas cheer, mon ami," Remy replied, clapped Logan on the back, ignoring the man's dangerous stare. Rogue giggled and rolled her eyes, pulling her boyfriend away from her teacher by his coat. Jubilee and Forge, busy preventing the younger students from surreptitiously opening the presents under the tree, whispered conspiratorially while Bobby spoke with Kitty. Logan's eyes tracked from Kitty to Piotr, who stood alone, waiting by the stairway for his sister.

"I think she'll do well here, Tin Man," Logan said when he drew level with the quiet Russian. Piotr looked up and nodded. "Yes, I hope so. The Professor says the tests show an X gene so-"

"We would let her stay, even if we don't find it," Logan stated. "You know that, right?"

Piotr nodded. "Thank you."

"Merry Christmas, Russkie," Logan grinned, offering Piotr a sip of the eggnog.

"Now, I think we all know there is something strong in that," Piotr noted.

"So? Your mother had three bottles of vodka in the fridge at home," Logan argued. Piotr grinned. "Thank you, but no."

"Okay. Merry Christmas, big guy," Logan said softly, saluting Piotr before he walked away.

"It's still weird to me that they celebrate tomorrow," Illyana said in lilting Russian as she came down the stairs. "It is still twelve days."

"We'll call Mama on Christmas," Piotr promised, hugging the lithe teen. "I promise. And you will love it here."

Illyana beamed, pulling her arms tight around his neck. "I believe it." Looking to the side, her smile faded as the air in her field of vision wavered, split, and revealed a sliver of burning red and orange. "I believe it."

**ENDING CREDITS**

**Promo For Next Week:** W_hen SHIELD agents come to retrieve Carol Danvers body, Rogue's mental problems escalate. With pressure from enemies and friends, the X-Men have to race against the clock to defuse their ticking bomb. _


	22. Chapter 22

_Mutant High: Revolutionary returns from February break with all new episodes, starting now!_

**Season Two, Episode Seven: Split**

Danger Room, Xavier Institute, North Salem, New York

The commando whirled, aimed, and fired the shot. The slug hit Bobby hard in the chest and he dropped heavily, gasping. The watch on his wrist bleeped and then flatlined, signaling the stop of his heart.

"Damn it," the mutant groaned. "Being dead sucks."

"Only got yourself to blame for that, sugar," Rogue said smartly, dodging a bullet and landing a solid punch to a heavily built soldier's chin.

"You were supposed to be watching my back," Bobby griped, putting his hands behind his head as he relaxed back onto the blood-stained ground.

"You were being annoying," Kitty shot back as she phased through a dark-clad gunman and in his resulting confusion whacked him over the head with his own pistol. "Team leaders shouldn't be annoying, or they'll have mutinies from their minions. Especially when they call their teammates minions."

"I was just trying to inject some atmosphere!" Bobby protested, watching lazily as his friends battled the swarm of men emerging from the compound they were supposed to be claiming.

"That's this one's job, mon ami," Remy corrected, twirling his staff to ward off the three guards attempting to overtake him, before delivering a back kick to one and vaulting into a second with a flying punch. "You' supposed to be de straight man to dis one's -" Remy grunted as he swerved away from a bullet and launched a charged card at an enemy - "charmin' an' flamboyant self."

"If you aren't all gonna take this seriously, I can have an outdoor workout all ready in ten minutes," Logan threatened over the loudspeaker from the box above. Ororo gave him a chastising look. "Logan."

"What?" Logan grumbled. "They wouldn't be this damn cavalier in the field, they shouldn't be joking now."

"If not now, when?" Ororo argued.

"When I'm not around to hear it," Logan groused.

_Logan. Ororo_. The Professor's gentle voice reverberated in the teacher's heads. _When you have finished the training session I'll need to see you both in the medical bay._

"Why? What's wrong?" Ororo asked.

"Perhaps nothing," Xavier intoned in his elegant accent. There was a pause, and then - _The Director is here._

Ororo stiffened, and Logan frowned.

"The Director? Director of what? Somebody filmin' a movie here?" Logan questioned.

_Not quite, Logan_. Charles Xavier's tone was wry.

Ororo opened her mouth to speak when a barrage of machine gun fire from the room below cut her off.

* * *

><p>The younger X-Men dodged and ducked behind sandbags and fallen soldiers to avoid the hail of bullets.<p>

"Sid, you wanna do somethin' about that, you?" Remy called loudly.

"That's an MG-42," the slim mutant cried back, cocking a Luger and aiming it at the tower housing the gun in question. "You want it down you're gonna hafta do it yourself."

"Feuer! Schießen Sie sie!" cried the captain of the force attacking the X-Men.

"Who decided we should be fighting Germans?" Jubilee demanded, sending a flurry of popping, whizzing rockets towards the commander.

"I did," Kitty proclaimed indignantly. "German always sounds nice and sinister."

"Sinister ain' nice, Petite," Remy said darkly as he shoved a card into a dazed soldier's breast pocket and leapt back as it exploded, diving for the ground as another round of machine gun fire rained across the field. "Sinister is a synonym of bad fo' a reason."

"I can get close to the door," Piotr said, raising his metal body armor. "If one of you gets behind me, I can get you close enough to perhaps take out the gunman making things so difficult."

"Good plan, TinMan," Remy congratulated, sprinting from his place of cover to where the large Russian squatted behind a pile of dead Germans. "Let's finish these fellas fo' freedom an' fast food."

Remy winked at Rogue as he fell in behind the giant metal man, and shielded by Colossus, began advancing towards the gates.

Rogue blinked. The machine gun fire was deafening, and all around her was blood and chaos.

"Raus! Raus!"

The words reverberated in Rogue's head, again and again, as the gates to the compound closed with a heavy bang.

_Rain. Rain and shouting guards. Fear. Helplessness. The smell of deadly smoke. Running, running. German voices, German guns. Raus. Raus. Mutter. Väter. Nien. Nien, nien, nien!_

"Rogue, what are you doing?" Kitty yelled as Rogue stood, presenting herself as a target. The machine gun atop its perch swiveled, aiming directly for her. She turned to face it down as it fired.

Rogue extended her hand and the bullets froze in the air. She circled her finger and they reversed, flying back towards the gunman and burying him and his weapon.

"Schießen Sie sie!" screamed the leader of the German enemy.

"Rogue . . ." Remy breathed. He watched, stunned, as Rogue thrust out her arm and the bullets rushing towards her spun around in the air and struck the men who had loosed them in the chest, the head, the eyes.

Rogue tightened her fingers as if gripping something and all of the guns began to fall in on themselves. The helmets of the foot-soldiers crumpled and the men wearing them screamed as their skulls were crushed.

"Rogue - Net! Chto ty delayesh?" Piotr groaned, collapsing to the ground, moaning in pain, his metal skin rippling.

"Piotr?" Remy knelt at the larger mutant's side. "Qu'est ce que c'est ?" The big Russian reached a pleading metal hand towards the white-streaked Southern mutant who raised her arms as the men fell all around her.

"Rogue!" Remy screamed, leaping over wailing soldiers as he flew to her side. "Rogue, stop! Stop!"

_Rogue._

The name echoed in her mind, piercing through the haze of hatred which seemed to emanate from her hands. _Mama. Papa. They killed them. I must kill them. Kill, kill, tötung, eliminieren . . ._

"Rogue! Rogue, ce moi, it's Remy! Rogue, look at me!"

Rogue turned and met a pair of terrified scarlet eyes. They were familiar. Why? Who was this?

_Remy . . ._

"Remy?" Rogue gasped as her mind snapped back into place. She dropped her hands and her uncomprehending eyes surveyed the damage.

All around her lay fallen soldiers, dead Germans. Their guns, their helmets, everything metal was twisted, bent, melted, destroyed.

"Rogue?" Remy moved towards her cautiously. "It's okay, chere."

"What the hell happened?" Kitty asked, her voice breathy and shocked as she stood up and looked around.

"I had to kill 'em," Rogue said, her eyes still glazed. "They killed my Mama."

"The fake soldiers killed your mother?" Sid asked, picking up the contorted Luger he had dropped.

"Fake?" Rogue blinked again and then took a step back as the soldiers and the compound vanished. The smells of blood and death evaporated as if they had never been, revealing the wide metallic expanse of the Danger Room.

"What happened down there?" Logan's voice bellowed down.

"What happened?" Rogue repeated.

"We don't know: you have to tell us," Bobby explained slowly.

Rogue's eyes traveled over the faces of her shocked companions. "I . . . I don't know," Rogue began. "I . . . everything just seemed . . . AH!"

"Rogue?!"

Remy rushed forward at Rogue sank to her knees, clutching her head, gasping in pain.

"Rogue? Chere, what is it?" Remy demanded, his accent thickening in fear as she doubled over again, whimpering.

"My head . . ." Rogue muttered through gritted teeth, her nails scratching manically at her temples, as if trying to drive something away. "My head . . . mein kopf . . . helfen sie mir . . . helfen . . ."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring:

Gemma Chan

and

Samuel L. Jackson

Written By Andrew Chambliss

Directed By Andrew W. Marlowe

Created By Joss Whedon

* * *

><p><span>MedBay, Xavier Institute<span>

"So you can see the kind of jam I'm in here. She was the only one with that information and we _need_ that information."

"I understand your problem but I cannot give you any assurances," the Professor explained to the tall black man who stared down at him out of his one good eye. "Just as you must think of your agents, so I must think of the safety of my students."

"It's because of one of your students that one of my agents is down!" the Director snapped, his eyepatch seeming to glare at Charles Xavier along with his other eye. "I wouldn't have to come here if it weren't for that and believe me I wish I didn't have to. This is sensitive information, Charles - crucial information."

"My student," the Professor continued, his voice stern, "did not intend to cause any harm to your agent."

"And I do not intend to cause harm to her," said the attractive Japanese woman at the Director's side whose British accent complimented Xavier's own. "The only goal here is to safely extract the information and be on our way."

"Just because it is the goal doesn't mean it will be the outcome," Dr. McCoy put in, folding his arms. "And the student in question-"

"Doc! Doc, we need help now!" Logan growled as the door to the MedBay burst open and the student in question was helped in by the burly Canadian and a flustered Remy. Rogue groaned as they seated her heavily on one of the beds.

"I'm fine ya'll. I- I told you, I just need some Tylenol and I'll be good as new," Rogue protested, before wincing and biting her lip hard, drawing blood. "I'm . . . fine . . ."

"Bullshit you're fine," Logan swore. "Hank, we need-" He stopped, scowling at the two newcomers. "Who the hell are they?"

"Logan, this is Director Nick Fury of SHIELD," the Professor said evenly. "And this is special agent Elizabeth Braddock, also known as Psylocke."

"Yeah, I'll roll out the welcome mat later," Logan dismissed. "Right now, Rogue needs help."

"Well that's a damn fine coincidence," Nick Fury stated. "It just so happens we need hers."

Remy whirled around, his red eyes narrowed at the two SHIELD members, his hand still on Rogue's shoulder. "The hell does that mean?"

"It means nothing to you," Nick Fury said flatly. "This is a need-to-know situation and ya'll don't need to know."

"Like hell we don't," Logan snarled. "Professor, what the hell is this?"

"Director Fury and Miss. Braddock," Xavier explained slowly, "are here because of Carol Danvers."

"Ms. Danvers?" Rogue looked up despite her obvious pain. "Did she . . . did she wake up?" the Southern mutant asked, her voice trembling.

"No," Fury said, meeting the young mutant's eyes. "And that's why we're here. Agent Danvers had intel that we desperately need. Agent Braddock has been working on waking her up or trying to draw the information out of her mind for months now, but nothing sees to be working."

"So why you here?" Remy questioned, the hand not on Rogue's shoulder restlessly twirling an eight of clubs.

"Rogue absorbed Carol Danvers," Elizabeth Braddock said, stepping forward. "She absorbed her so completely that Carol's mind, her consciousness, is almost entirely unresponsive in her own body."

Rogue looked down.

"Because of the nature of the absorption," Braddock continued, "we believe that whatever is left of Carol's mind resides in Rogue. If Carol knew the information, then somewhere in her mind, Rogue does as well."

"No way," Logan refused. "This ain't the time to go pokin' around in her head. She just had a complete breakdown back in the Danger Room."

"Which I may be able to help her with," Braddock offered. "The process is similar to therapy. By calling up Carol's impression-"

"You start callin' up people inside her head you're gonna tear her brain apart," Logan declared.

"We need that information," Fury said firmly. "I-"

"Listen bub, I don't care one damn bit about your precious-"

"I'll do it."

"You might care when you get arrested for obstructing-"

"Oh, you just try it bub, I'll show you-"

"I said I'll do it!"

The room fell silent as everyone looked to Rogue, Logan turning around last. "Kid?"

"Yes, I'm sure," Rogue headed her teacher off. "I want to do this. I want to help."

"You want to help," Fury repeated for confirmation.

Rogue set her jaw. "What do I do?"

Room 350, Lower Level, Xavier Institute

"I want you to close your eyes. Try to relax."

Rogue nodded, swallowing, and adjusted herself. She was seated cross-legged on a large pillow across from Agent Braddock, who became a calm, soothing voice as Rogue closed her eyes.

"Take a deep breath in . . . and out . . . in . . . and out . . . good. Now I want you to count backwards from one-hundred. Take your time. Relax. Let your mind drift back. You are going to sink, sink deep . . . My voice will guide you. You need only listen . . ."

* * *

><p>On the other side of the door, Fury, Logan, Dr. McCoy, and Remy crowded around the tiny window, peering inside.<p>

"If she hurts her . . ." Logan began.

"Agent Braddock is one of the best healer psychics in the world," Director Fury informed him curtly. "If anyone can help your friend, she can."

"Is that true, Professor?" Remy said significantly, turning to the world's most gifted telepath. Charles Xavier smiled.

"Yes, Remy. I believe Rogue to be in the most capable of hands."

* * *

><p>On the other side of the door, Rogue felt cool, gloved palms against her temples.<p>

"I want you to let me guide you. You will feel another speaking through you. You will know her thoughts, hear her voice . . . let it overcome you like a wave-"

Rogue heard fragments, bits of voices. A memory flicked against her awareness and then dove away. Then another. Bits of languages, specs of emotions, all coursed over her like water.

"Let your mind follow mine. Go with it as it takes you."

A violet butterfly fluttered across her mind's eye. Rogue let her mind travel along led by the glowing creature through what seemed a hall of doors.

_Carol._

The name came from outside her awareness but like a siren's song, stirred up something deep within.

_Carol Danvers. Agent Danvers. 3314._

Rogue's brow furrowed, and Braddock pressed her gloved hands tighter to the young mutant's head.

"Yes. Follow me. I will lead you. Don't be afraid."

_Afraid._

Terror coursed through Rogue as some mechanism of her mind slammed shut, sending warning bells all through her synapses, setting her brain on fire and turning her blood to ice.

_Ice._

_Ice, cold, power, leadership, always do it right, the straight man, dependable, always make the right choices . . . or someone dies . . . or someone dies._

Rogue's eyes snapped open and Braddock gasped. The psychic tried to pull her hands away from Rogue's head as they frosted over, tendrils of ice traveling up her arms, locking her in place.

"Rogue, come back," Braddock demanded. "Rogue, come back. Rogue, your name is Rogue! Rogue-"

The ice coursed over Agent Braddock's mouth, silencing her.

* * *

><p>"What's that?" Logan asked, squinting at the two figures seated in the room.<p>

"Something's wrong," Remy surmised, and put his hand to the door to open it. He pulled it away, frost-bitten, as ice began to wind its way up the frame.

"What in the name of . . ." Fury breathed.

"Logan, Remy, get her out of there, now!" the Professor commanded.

"Gumbo?"

Remy nodded, already ready with a card, and as he tossed it at the door, Logan jerked Fury back.

The door exploded, ice shattering, and Logan ignored the cuts and bruises as he stormed inside.

"Jesus," he breathed.

Rogue had incased Agent Braddock almost entirely in ice and her own naturally brown eyes were now a cold shade of blue.

"Rogue!" Logan leaned down and tried to shake the girl by the shoulders. "ROGUE!"

Rogue blinked as Remy and Fury stumbled into the room.

"Where's Rogue?" she asked, in a deep voice.

"Right here," Logan said, maneuvering to look into her eyes. "You're Rogue."

Rogue blinked, and the blue slowly faded into brown. She frowned and then gasped as she saw the icy statue she'd made of Agent Braddock.

"What . . . what . . . what . . . ?" Rogue pulled back, the British woman's hands breaking away from her head as the ice began to drip. She scrambled into a corner, holding her hands over her face.

"Rogue, it's okay," Remy tried to soothe. "Calm down."

"Agent Braddock! Agent Braddock! Elizabeth!" Fury knelt down beside his frozen agent, shaking hands touching her cold face.

"Hank, take Agent Braddock to the infirmary immediately," the Professor ordered from outside the room and the furry blue mutant nodded, trying to engage Fury in the effort of lifting Braddock's stiff body.

"What did I do?" Rogue whimpered. "Oh God, the hell did I do? I didn't mean it . . . I didn't mean to . . ."

"Rogue, it's okay," Logan said again. "I need you to-"

But Rogue was shaking her head no, and after one more terrified glance around the room, she fled, phasing through Logan and Remy as she sped away from the frozen scene.

MedBay, Xavier Institute

"This ain't okay."

"I realize that Logan."

Logan continued to shake his head, pacing, as two beds over Hank worked on Agent Braddock while Fury watched.

"The kid's crumblin', Chuck," Logan informed the Professor. "She started usin' Magneto's power in the Danger Room, talkin' in German, and then Bobby's power, and now Kitty's."

"Rogue does contain within her the impressions of those she has absorbed," Xavier reminded. "It makes sense that a psychic impression would remain. I always thought Rogue's powers might evolve."

"This ain't evolution," Logan declared darkly. "This is a breakdown."

"Evolution is not always gentle, Logan-"

"She's in pain, Charles!" Logan stopped pacing to stare fully at the old man. "This isn't just powers popping up - her _eyes_ went blue! She couldn't remember who she was. This isn't her moving forward. This is something . . . wrong with her head."

"And what do you think is the cause of that problem?" the Professor questioned.

"You're the psychic," Logan spat. "You tell me."

"Professor?"

"Yes Hank," Xavier answered as Dr. McCoy walked over. "How is Agent Braddock?"

"She's stabilized," the large mutant said. "But she'll need some time to recover."

"And what about Rogue?" Logan demanded. "Why is this happening to her now?"

"I wish I knew," Dr. McCoy confessed. "I'll need to run a full diagnostic but even then I don't know if I could even make a guess. I think our best bet is the Professor trying."

"No," Xavier said softly. "I don't believe that direct mind-to-mind method is best for Rogue right now."

"Then what?" Logan growled. "What method will work?"

The Professor raised a thin brow. "Perhaps the old fashioned art of conversation."

Front Lawn, Xavier Institute

"Rogue! Rogue, wait!"

Rogue continued on, determinedly not looking behind.

"Rogue, wait. Chere . . ." She felt the hand on her arm and yanked it away, whirling.

"Don't touch me, Remy!"

Remy backed off slightly, holding his hands up. "Don' have to tell this one twice, chere. Never did push on a woman who said non."

Rogue's lower lip trembled. "You . . . you need to go back."

"Non," Remy said again. "Now that, this one can't do."

"I'm fine, Remy."

"You' a terrible liar, Rogue," he informed her, red eyes taking in her pale, pale face and tense posture. "C'mon, chere, give dis one some credit. Do know when my gal is hurtin'."

"I'm hurtin'?" Rogue laughed, bitterly, wildly. "I almost killed Piotr. I turned another of those SHIELD agents into a real live ice statue. Yeah, I'm hurtin': that's what I do. Used to be I had to touch someone to do it but I guess that was too good for me. Just bein' deprived of the most basic kind'a human contact was too nice, so now-"

"Rogue."

"Now," Rogue raised her voice, and some of the other students on the front lawn turned to glance in her direction, "now just bein' within' a hundred yards of me is enough to get you killed. Guess I'm just the mutant nuclear bomb, huh?"

"Rogue," Remy said in a low voice, stepping closer. Rogue stepped back.

"Don't come near me," Rogue warned, her voice high, holding her hands behind her back.

"We'll fix this," Remy said intensely. "I swear, chere. We'll get the Professor-"

"Fix what?" Rogue spat. "This is who I am! I can't change who I am, Remy. I can't change bein' walkin' death anymore than you can change what you are."

"I have changed who I am," Remy asserted, his voice husky.

"Oh really?" Rogue took a step forward now, and her voice took on Remy's own drawling, New Orleans accent. "Have you changed you'self, Remy LeBeau?" She took another step forward and this time he took a step back. "Have you reformed that t'ief heart o' yours?" Rogue's eyes began to redden, the seductive smile taking over her face all too familiar to the Cajun mutant. "Or are there still one or secrets ya ain' told this gal?"

Remy's heart pounded, the blood rushing to his heads. "Rogue," he managed, breathing heavily. "Rogue, stop . . ."

"There's somethin' in here . . ." said red-eyed Rogue, still with the mocking lilt of his own voice reflected back at him. "Somethin' you ashamed of . . . somethin' you don' want to admit to even your own self . . ."

"Rogue, stop," Remy commanded, stumbling back, fear willing him to run.

"Somethin' . . ." Rogue pressed, her glittering ruby eyes locked on Remy's. "Somethin' . . . sinister . . ."

"STOP!" Remy bellowed and Rogue froze. The New Orleans native felt his stomach turn as Rogue's eyes flashed from red, to blue, then to to cat-yellow.

"Rogue . . ." Remy ventured.

"Sin . . ." Rogue murmured, her yellow eyes roving rapidly. "Sünde. Mein Gott."

"Rogue," Remy said, her name seeming almost strange to his tongue now.

Yellow-eyed Rogue crossed herself. "Helfen Sie mir."

The bang and the black smoke disoriented Remy; by the time he had finished coughing and shaking his long hair from his face, Rogue was gone.

**COMMERCIAL BREAK**

* * *

><p><span>War Room, Xavier Institute<span>

"How can she just be gone?" Logan thundered.

"You know, if anyone else said someone disappeared in a flash of smoke, they'd be carted off to the Cuckoo's Nest," Bobby noted. "But here at Mad House High, it's just another day."

"It's no' jus' another day!" Remy slammed his fist down on the circular table and the resulting red-purple energy vibrated through the room, pushing Logan, Kitty, Bobby, Piotr, Sid, and Jubilee back against the walls.

"Remy," Ororo said sternly, the only one who had remained unmoved by his blast. "Now, we have dealt with serious situations before-"

"Non, this is no' a 'serious situation'," Remy seethed. "This, this ain' a fight wi' some mutant haters, or-"

"A battle for the fate of the earth?" Kitty put in wryly.

"No, this is Rogue!" Remy yelled.

"Remy!" Ororo snapped, and the air in the room cooled sharply. "Calm down, right now, or leave this room."

Remy bit his tongue and glared around at the others before turning on his heel and storming out out of the War Room. The door slamming behind him crackled with red energy which fizzled ominously as the others stared after him in stunned silence.

Cerebro, Xavier Institute

"Can you find her?"

"That is my intention, Logan," the Professor stated as he wheeled towards the eye scanner.

"Yeah, everybody's full of good intentions today," Logan growled.

"Where's the Director?" Bobby asked, narrowing his eyes as the automated voice intoned, _Welcome, Professor._

"He's waiting with Agent Braddock," Xavier said as the doors opened. "Dr. McCoy says she will be up and walking soon."

"SHIELD must love us," Kitty said sarcastically as they followed Xavier inside the expansive room.

"Rogue is the one they want," Logan grumbled.

"Then they better want all of us," Kitty shot back. "Because we come as a package deal."

"If you could all be still," the Professor requested. "Thank you."

Logan scowled and Kitty and Bobby exchanged looks but all obeyed as the Professor placed the device upon his head.

Closing his eyes, the Professor engaged Cerebro. The panels of the wall seemed to vanish as thousands of brilliant lights and ghostly human images swirled around the four. Snatches of conversation rose and then faded as the lights gleamed red, signaling the signatures of mutants.

Logan frowned, as another minute went by. "Something's wrong."

"Professor?" Kitty raised.

"It's her brain waves," Xavier sighed heavily. "Cerebro works by tracing them, but Rogue's are not showing up anywhere."

"Are you saying she's dead?" Logan demanded.

"No, she isn't - she can't be," Kitty's voice wavered.

"No," Xavier confirmed. "No, Rogue is not dead. I can still sense her out there but I cannot get a lock on her. It must have something to do with this new development in her powers. Her brain waves must be affected as each new personality exerts itself."

"So she could be out there, anywhere, being anybody?" Bobby tried to understand.

"I'm afraid so," the Professor sighed again. "Rogue's mind is . . . complicated. She has the impressions of every person she has ever absorbed inside of her. Until now they seem to have simply faded, but I have suspected for a while that they have been remaining, building and pressing in upon her central consciousness. Now it appears that they have emerged and are . . . asserting themselves."

"So is it like a multiple personality issue?" Kitty questioned.

The Professor removed the device from his head and the room returned to its deceptively metallic resting state. "Somewhat, Kitty. Unfortunately, unlike dissociative identity disorder, these are not identities formed to protect the host from trauma, but real impressions of external people, fighting for control. Which means . . ."

"Which means Rogue has a war going on in her own head," Bobby realized.

"Logan?" Kitty looked around for the formerly present fourth person. "Where's Logan?"

Blackbird Hanger, Xavier Institute

"Where do you think you're goin'?"

The long-haired mutant shot a brief glance at the burly Canadian as he moved to board the jet. "Don' try and stop me, Professor."

"Was that a threat, Cajun?" Logan said, raising his hairy eyebrows. Remy turned to look at him head on, the Southern mutant's handsome face stony.

"She's out there," Remy hissed, pointing behind him. "Rogue's out there, sick, scared, an' -"

"Rogue's a tough girl," Logan stated. "She's not a damsel. You of all people should know that."

"But is it Rogue?" Remy said, his mouth a tight, hard line, his voice like gravel. "She's runnin', but the people chasin' her ain' ever gonna be less than a step behind. She's tough as a Southern spiked nail but she turns it in on herself and if we leave her out there she's gon' start thinkin' there's only one way out. I ain' gon let that happen."

"You think you got the power to stop it?" Logan questioned.

"I am not gonna let her just kill herself!" Remy screamed.

"Easy, easy, Gumbo," Logan said, coming over to put a heavy hand on the heaving boy's shoulder. "You think I would let that happen? Why do you think I'm here? But you won't be any good to her if you kill yourself in the process. Where did you think you were gonna fly this thing, anyway?"

"To where she is," Remy stated.

"She's got every power she ever absorbed. She used Nightcrawler's teleporting ability to run. She could be halfway across the globe by now," Logan reminded.

"She's lost," Remy said. "When you' lost an' lookin' for you' self, where do you go?"

"Home," Logan supplied grimly. "You go home."

Caldecott County, Mississippi

_Home . . . run . . . raus . . . down by de bayou . . . dangerous mutants . . . one for every sin . . . go home . . ._

The girl walked in a daze. A hand absently brushed aside white-streak in her hair as she wandered the main street of the sleepy Southern town, eyes passing over the sign welcoming her to Meridian, Mississippi.

**COMMERCIAL BREAK**

* * *

><p><span>50 Miles East of Meridian, Caldecott County, Mississippi<span>

The stealthy black jet landed slowly, jerked back and forth by a talented but inexperienced pilot and one very terrified teacher.

"Will you be careful?"

"I am bein' careful!"

"You landed us in a swamp, Cajun."

"It was the only area big enough to support us, n'est pas?"

"Don't talk French at me, kid."

"Hey, you wanna fly next time?"

The Blackbird settled on the ground with a slight thud, and Logan let himself breathe. "Okay. Okay, let's just keep our heads about this and - hey, hey!"

Logan caught Remy by the arm as the younger mutant threw off his seatbelt and shot for the lowering ramp. "We gotta go!" Remy demanded impatiently.

"We need to stop and think of a plan first," Logan instructed.

"We ain't got time for a plan!" Remy rejected, trying to move again. Logan tightened his grip, bringing his adamantium-enforced strength to bear as he held the other mutant fast.

"What happened to the canny kid who always had time for a plan, huh? You survive in the New Orleans underground by running off like an idiot?" Logan demanded.

"You don' know nuthin' bout that world, mon ami," Remy growled, his red eyes blazing.

"No, but I know what it's like to be a mutant in pain," Logan refreshed, bending Remy's arm behind his back. "I know what it means to wake up and find your mind in pieces. To find yourself with powers you don't understand and can't control. You're like a wounded animal and you don't just run at a wounded animal because if you scare it, it _will_ attack."

Remy glared at the older man for a second more and then dropped his gaze in acknowledgment. Logan released him and Remy leaned back against the control board. "You should know," Logan said quietly. "You were the same way once. We all were."

"Yeah," Remy said dully, his eyes like rubies held out of the light. "An' now she knows _exactly_ what it's like to _be_ all o' us."

Logan folded his arms and fixed the younger X-Man with a stern stare. "This ain't just about protecting her," he surmised. "There's something you're afraid she might learn if your impression takes her over."

The look Remy gave the Wolverine was absolutely that of a cornered animal and for a moment Logan wondered if the younger man might attack him. Then Remy looked away, out the window. "I jus' don want her carryin' this one's burdens, comprends? She shouldn't have to an' I . . . I think she's carryin' enough load for one person. I don' want her luggin' 'round mine, me." Remy faced the darkened old soldier. "Do you?"

Meridian, Caldecott County, Mississippi

The hot Mississippi sun beat upon the mutant as she moved aimlessly down the main street of the sleepy little town, the world behind her dazed eyes heated and confused.

_Qui-suis-je?_

_Hot, hot and burning, dark back streets, the job, fin, finish the job, t'ief, devil-child, Le Diable Blanc . . . sinister sin . . . don' tell . . ._

Rogue gasped in pain and grabbed her head. A mad jumble of voices, thoughts, memories, and emotions raged for dominance. Rogue felt as though she was being rent in two, as if her mind was a chaotic circus, loud, too bright, with an undercurrent of menace.

_Wer bin ich?_

_The circus. The Incredible Nightcrawler . . . freak, monstrum . . . one for every sin . . . forgive me God. Forgive them . . . pity them . . . mein Gott . . ._

"Oh God," Rogue moaned, as the ocean of her brain seethed once more, the identity retreating, the battle beginning again.

"Honey? Honey, are you lost?"

Rogue opened her eyes and her vision swum for a minute before she was able to connect the full-figured, kind-faced woman before her to the words she had spoken.

"Lost?"

"Yeah, honey, you lost?" the woman repeated slowly. "You know you in Meridian in the great state of Mississippi, right? You visitin' family 'round here?"

Rogue tilted her head to the side. _Family. The Great State of Mississippi. Home._

"Yes," she spoke, and the large woman blinked: the girl's voice seemed suddenly much deeper. "Yes. I came to go home."

War Room, Xavier Institute

"Professor! Professor!"

"No need to yell, Ororo," Xavier said with light amusement as the white-haired goddess burst through the door. "I can hear you quite well."

"Sorry Professor," Ororo apologized quickly. "It's the Blackbird. It's gone."

"Gone?" Kitty and Bobby said simultaneously, rising from their seats. Sid and Jubilee exchanged looks, while Piotr raised both eyebrows in alarm.

"Yes," Xavier said calmly. "Logan and Remy have taken it to search for Rogue."

"Why the hell didn't they tell us?" Bobby demanded.

"And who's flying?" Jubilee questioned. "Logan hates to fly."

"But he cares deeply about Rogue," Piotr reminded. "They must have felt that they could not wait for us to formulate a plan before setting out to find her."

"Oh, and we don't care about her?" Kitty snapped.

"We need to follow them," Bobby demanded. "Now."

"Kitty, Bobby, please," the Professor calmed. "Logan and Remy both have experience with tracking and finding those who do not wish to be found. And," he continued, holding up his hand to override the two furious X-Men, "we may not be able to track Rogue, but we can use Cerebro to locate our two zealous friends. If they can find Rogue, we all find Rogue."

Home of Mr. and Mrs. Miller, Meridian, Caldecott County, Mississippi

"Comin', comin'!"

The door to the small, simple house opened and the lined face of a middle aged woman peered out. "Who is it? I . . ."

The woman froze when she set eyes on Rogue, her plain face blanching. "You."

"I came home," Rogue said in her low voice.

"Brick! Brick, get out here!" the woman screamed and there was the sound of footsteps from inside the house.

"Arlene, what the hell is . . ." Brick Miller trailed off as he opened the door and saw what had made his wife scream.

"Mom? Dad? What's wrong?"

"Stay inside, Cody!" Arlene Miller demanded in a terrified, shaky voice. "No, no-" She struggled to prevent her son from stepping outside, but the tall young man holding a lit cigarette managed to force it open.

"You."

Rogue's head began to ache as she looked upon the first boy she had ever kissed.

"How dare you," Mr. Miller growled.

"No, no, Brick don't," Arlene pleaded, trying to draw her husband inside, but the older man pushed out onto the steps to stare down Rogue.

"How dare you come here now." Brick Miller's voice vibrated with fury. "After what you done to our son?"

"Brick, please . . ." Arlene whimpered.

"You know you nearly killed him?" Cody's father hollered. "He was in a comma for three weeks thanks to you, you mutant piece of-"

"Brick," Arlene cried.

Rogue eyes moved from father to mother to son. "I . . . I'm sorry."

"Sorry?" Mr. Miller continued. "You think that makes up for what you done? Sorry? Sorry, you nearly killed him with your filthy, un-Godly mutant powers, you . . . "

_Filthy mutant. Mutant scum. Mutie . . ._

"Dangerous mutants like you," Mr. Miller was still ranting, "you all need to be locked away."

_You know all those dangerous mutants you hear about on the news?_

"I'm the worst one."

"What?" Mr. Miller stopped. "What did you say?"

Rogue turned to Cody, who stood stock-still, his cigarette still smoking, and winked. The end burst into flame and Arlene screamed as the fire coursed through the air like lava and pooled in Rogue's hands.

"Get inside, get inside!" Mr. Miller ordered his family as Rogue spread her arms and the blaze grew, spiraling upwards.

Meridian Main Street, Caldecott County, Mississippi

"You hear that?"

Remy stilled as Logan leaned his head to the right, listening.

"What is it?" Remy demanded impatiently.

"Our girl," Logan replied grimly. "C'mon."

Home of Mr. and Mrs. Miller, Meridian, Caldecott County, Mississippi

"Get back! I'm warnin' you!"

Pyro-Rogue laughed at the paltry shot gun Brick Miller aimed at her. She could hear voices behind her, dim calls to halt.

"Good. I always loved an audience," she said with a sly smile. She thrust her hands forward, sending a ball of fire at the man trying to protect his house, causing him to drop the gun and stumble back, singed.

"C'mon now," said a voice behind her. "I know you don't wanna do this."

Another stinging jolt of pain shot through Rogue's mind. Recognition. She knew that voice. Slowly, still ready to attack, she turned.

"You!"

Director Fury nodded. "Thanks right, that's good. You know me. Now I just want to talk."

"Talk," Rogue sneered.

"Yes," Fury continued in his trained, steady voice. "We're here to help you."

Rogue eyed the men in dark suits and glasses: SHIELD agents. "Help me?"

"You're causin' a big ruckus," Fury understated and two of his agent moved behind her. "We don't want anyone to get hurt, do we?"

"I don't know. You answer me," Rogue said, but with less of Pyro's belligerence now as his impression began to fade.

"Oh we will," Fury promised. Rogue frowned and then gasped in pain as two agents grabbed her from behind. She felt a searing, needle-like pain at the back of her neck.

"Now just calm down," Fury said, his cool voice mocking. "We don't want you to hurt yourself either."

_Needles. Needles and poison and experimentation. Volunteered. No memories . . . he'll have no memories . . ._

Fury's eyes widened as Rogue roared and broke the hold of both SHIELD agents, grabbing each by the scruff of their necks and hurling them toward the Director. A third agent pulled a gun and shot her dead in the chest.

Rogue snarled, ignoring the bullet as she barreled towards the gunman and claws of white bone erupted from between her knuckles. With an animal growl she cut the offending man down, shrugging the bullet out from her chest as the wound healed.

Cerebro, Xavier Institute

"Have you found them yet?"

"Patience is a virtue, Mr. Drake," Xavier said with a tinge of iron in his voice. "Now, if you will only-"

The Professor gasped and yanked the device from his head.

"Professor? Professor what is it?" Ororo asked desperately, rushing to the old man's side.

"The door . . . open the door," Xavier instructed, and Kitty ran down the long ramp to the doors and pressed the button to open them.

"Director," the Professor greeted. "What is the problem?"

Director Nick Fury proceeded rapidly towards the huddle of mutants. "Big, Charles," Fury said brusquely. "The problem is damn big."

**COMMERCIAL BREAK**

* * *

><p><span>Cerebro, Xavier Institute<span>

"Someone broke into SHIELD?"

"And accessed all of the files we have on mutants," Director Fury elaborated. "I've got four agents down and we're still trying to ascertain the extent of the breach."

"Back up," Bobby stopped. "You have files on mutants? On us mutants? How is that legal?"

"It's the government, Mr. Drake," Fury said dryly. "We got a file on your Grandmama's dog."

"And now someone else does too," Ororo said icily, folding her arms. "How comforting."

"I came here to warn you," Fury said, not rising to the challenge in the weather witch's voice. "Someone broke into one of the most secure, secret facilities in all of the United States and got past some of the world's best firewalls and encryptions and killed multiple, highly trained agents to steal this information." Director Fury eyed the five mutants. "Someone out there is real interested in the X-Men."

Meridian, Caldecott County, Mississippi

"You made a real big mistake comin' here, bub."

"That's supposed to be my line," Logan said as he and Remy slowed, drawing level with the fight in the street where a very feral female mutant was tossing around men ten times her size as if they were marionettes.

"Hey, chere, you wan' some help, you?" Remy called out jovially.

Rogue pivoted and Logan dodged as a man went flying over his head. A snarling Rogue bared her teeth as she extended bloody bone claws.

"Ain' those s'posed to be yours too, mon ami?" Remy asked breathlessly as Wolverine-Rogue flipped away from another man who came at her with knives.

"Yeah, they are," Logan growled. "After this we should ask her about it."

"After this," Remy agreed, and both men rushed into the fray. Logan rolled his eyes as he caught a bullet in the shoulder from Director Fury's gun.

"Should'a known you would be here," Logan grumbled at the one-eyed man. The Director only grinned and side-stepped a swipe from Logan's adamantium claws, landing a solid kick to his chest before backflipping away several feet and sprinting off, leaping over a backyard fence.

"You raising all hell here, chere," Remy noted as he pulled his bo staff tight around a struggling man's windpipe until he collapsed. "Maybe you' wanna take this somewhere we ain' got such an audience, you?"

Rogue's wild eyes widened and she huffed out a breath in the exact manner of her wolf-like teacher as she took in the gathering crowd of southerners drawn by the commotion.

"You would start this down South," Remy chuckled as Logan dropped the last of the feebly resisting black-suited men. "Where every kind o' body got himself a gun."

Rogue's hair whipped as her gaze traveled from one armed Meridian resident to another.

"We gotta get outta here," Logan said urgently. "Look, Rogue. We brought the Blackbird, and -"

"No!" Rogue grabbed her head, shrieking in pain.

"Rogue!" Remy rushed to hold her up, but the female X-Man slapped him away.

"Don' . . . don' touch me!" she warned. "My head . . . ma tette . . . mein . . . mein Gott . . . help me . . ."

"We can help you, Kid," Logan promised. "Just come with us. Come back home."

But Rogue was backing away, shaking her head. "No. No."

With one last, horrified glance at the bodies strewn around the street, the gathering crowd, the pleading eyes of the two mutants before her, Rogue turned and fled.

War Room, Xavier Institute

"We have to go after them!"

The other young X-Men raised their voices in agreement with Bobby, but the Professor shook his head.

"No, I don't think that would be wise," Xavier justified. "In her fragile state, too many people - especially people she has absorbed in the past - might very well trigger more powerful assertions by your impressions in her mind."

"So you're saying we just leave her out there?" Ororo struggled to understand the Professor's reasoning.

"Not at all," Xavier corrected. "I believe Logan and Remy to be perfectly capable of helping Rogue in her present state."

"If they don't kill each other first," Sid mumbled.

"But Professor, she might be out there all alone!" Jubilee argued.

"I'm afraid Rogue's current predicament is quite the opposite, Jubilation," Charles Xavier noted dryly. "Right now, Rogue is very much the opposite of alone."

Adelee Swamp, Caldecott County, Mississippi

The buzz of flies, the cries of birds, the chittering of small creatures as they fled from the intruder into their forest did not register at all to Rogue, who careened through the heavy greenery in a state of constant mental agony.

_Qui, Non, net, nein, mein Gott, home, one for every sin, have you tried . . . not being a mutant? No memories . . . too many memories. . . . one last job, Remy, just one . . . goddess, bring the rain . . . I am the Phoenix . . ._

"Stop it," Rogue pleaded.

_Stop . . . never stop . . . never again . . . mutant power . . . deadly power . . . _

"This is my head," Rogue demanded, staggering blindly and then taking a deep, angry breath. "This is my head and ya'll need to just shut up, hear? Shut up!"

The voices faded slightly, as if chastised, and Rogue was able to finally detect the tread of soft footsteps behind her.

"Stop followin' me, Remy."

"Ain' been able to make me yet. What makes you think this time any different, you?" Remy said cheerily as he used his bo staff to vault over a soggy expanse of sand and mud.

"I got about a hundred different people who could all give you a different answer," Rogue shot back, still walking away. Remy followed her doggedly, moving easily through the heavy underbrush.

"You come here as a lil' girl?" Remy asked appraisingly, eyeing the Spanish moss falling from the old oak trees. "Must'a - a cool Southern gal like you. Bet the boys followed you and tried to pull on you' pigtails jus' like me."

"Shut up, LeBeau," Rogue growled in a Logan sounding voice, ducking under a fallen log. Remy leaped over it.

"Did you' ever come out in the spring, you? Me, I couldn' be stopped, even though Daddy always said the bugs would eat me away till I wasn't fit to feed a dog. You ever have a dog, chere? I seen you with animals, you must'a found some lonely, lost stray to take home . . ."

"Will you shut up?" Rogue hissed. "Dummer mann, mein Gott . . ."

"What did you do on summer nights?" Remy continued, conversational, as he skirted a puddle and pushed aside some willow branches. "Them long hot ones where the sweat follows you righ' into the shower an' you can' help but lick it off you skin-"

"Stop it!" Rogue slammed her fist into a tree, and a chunk of the bark went flying. Remy dodged it easily as Rogue finally stilled, her back still to him.

"C'mon now chere," Remy drawled. "You know annoyin' you is a habit this one ain' able to break easy."

"You don't get it!" Rogue rounded on him and the wind picked up as her eyes glazed over white. "You can't handle this with a smart-ass reply and a Cajun smile. This is more than you could possibly understand-"

"No." Remy's smile fell away, and now his jaw was hard as he took a step towards her. "No, I understan' jus' fine, chere."

"Don't call me that," Rogue demanded, her eyes flashing red, blue, yellow. Her skin began to turn blue, her hair an unnatural red.

"No," Remy demanded. "None o' that. I wanna talk to Rogue."

"Rogue isn't here," Rogue denied.

"Oh, she is," Remy declared. "She's in there. She's hidin' behind the others, but she's there."

"No. She's gone," the half-blue Rogue asserted.

"It's easier, ain' it?" Remy continued, his voice knowing, understanding. "Hidin' behind someone else. No' havin' to face who you are, no' havin' to be who you are. Sometimes you get so sick o' you'self, you jus' gotta run - gotta be free."

"Shut up," the female mutant demanded, one eye green, one blue, as little bolts of lightning skittered around her feet. "Shut up."

"It was so hard livin' in you skin, wasn' it?" Remy identified. "You hated it - havin' to deal wi' it all, day after day, mais oui? Lettin' de others come, it let you hide, let you slip away . . ."

"Stop it," said the creature before him, as tears coursed down from mismatched eyes.

"You' couldn't take no' more an' who could blame you, chere? You carried 'round all that guilt, that hurt, an' you jus' needed to run."

"You don't understand anything," she accused the red-eyed mutant as her hair turned from red to white to brown. She took a step back.

"I know you' runnin'" Remy said. "I know it ain' from Monsieur Fury and his shield, or the Professor, or Logan, or me."

"I killed her," Rogue said, the white streak in her hair returning. "I almost killed Cody. I almost killed Logan, I almost killed you! I'm deadly, Cajun. I could go off at any minute and take anyone out."

"You ain' gon' run me off wi' that speech," Remy promised. "I heard it before."

"That's because you're an inbred Swamp Rat who's too stupid to be runnin' scared," Rogue insulted.

"Oh, I'm scared, chere." Remy took a step forward. "Dead petrified, this one is." He took another, closer step. "Think I'm more scared a' you than I ever been o' anyone in my whole, bad life." He took two more, slow, purposeful steps and drew level with Rogue. "But runnin'? Not' away from you, Marie. Non."

"Why?" Rogue whispered, her brown eyes glittering with tears. "Why not?"

"You got me up in there, chere," Remy said with a tiny smile, pulling lightly on her white hair with one gloved hand. "You should know."

"I don't want to be like this anymore," Rogue sobbed, tears streaking her cheeks. "I've got . . . so many people up here," she gasped, "I've got every- every person I ever got close to up here and all they do, _all_ they do is remind me that I'm alone." She cried, the words emerging from her throat as if they were ripped from the center of her being. "I'm always alone, I'm so alone . . ."

Remy pulled the weeping Rogue into his arms. "You listen to me," Remy said intensely. "Hey-" He took Rogue by the shoulders and made her face him, his ruby eyes fiery and sincere. "You are not alone, chere," he sounded out slowly, his deep, drawling voice quietly forceful. "Okay? You will never, ever be alone."

Rogue smiled through the tears racking her body, and Remy grinned back. His smile faded as Rogue's expression became one of terror.

"Oh God," she moaned. "It hurts, Remy . . . I . . . I . . ."

Rogue's eyes rolled up into her head and she collapsed into Remy's arms. "Rogue? Rogue!"

Remy fell to his knees, cradling the unconscious girl. "Rogue?" Remy moved the hair from her unconscious face. "Rogue! Chere! No, no, please . . . Logan! Logan!" Remy screamed hoarsely. "Logan!"

Adamantium claws sliced through the hanging moss. "How is she?" Logan demanded.

Unable to speak, Remy opened and closed his mouth as Logan took in the fallen X-Man.

"Okay, get her into the jet."

_Crucify by Tori Amos Plays Over The Following Scene_

Outside of the MedBay, Xavier Institute

"I need to see her," Remy demanded in a low, urgent whisper.

"Psylocke and the Professor are still seeing to her, Mr. LeBeau," Dr. McCoy said firmly, but not unkindly, to the anxious boy. "Be patient."

"Is she alright?" Logan quizzed, his arms crossed, looking as formidable as he could to cover up his fear. Kitty, Bobby, Sid, Jubilee, Piotr, and Jean-Paul all nodded their interest in the question's answer.

"She is in the best of hands," Nick Fury put in as he strode up to the door. "That much I can promise you."

"Do you have any more information on the break in?" Ororo asked, trying to remain the calm point in the storm despite her own worries about the girl being worked on by the two psychics.

"They took information on a large number of mutants that we'd been keeping," Fury informed them. "As well as some items from our R&D department."

"What items?" Bobby asked.

"That's on a need-to-know basis," Fury said, but without an edge to his voice this time.

"Well at least we know who did it," Logan put in. "If you were up here the whole time while we were down in Mississippi then it had to be a metamorph impersonating you. That's how they gained access."

"You think it's Mystique," Ororo surmised.

"Do we know anyone else?" Kitty said cynically.

"Well we'll take that into account, but-" The Director paused when the door opened and Agent Braddock and the Professor emerged.

"Rogue is awake," Xavier said with his gentle smile, and a collective sigh of relief went through the waiting crowd.

"Can we go in?" Remy asked immediately.

"One at a time," the Professor stipulated.

"Then I guess Agent Braddock and myself will be on our way back," Fury said.

"Actually, Director," the Professor said with a twinkle in his eye. "Rogue asked to see you first."

Surprise showed on SHIELD commander for only a moment before he nodded and entered the medical bay.

The Southern mutant was laid out on a raised bed, an IV drip in her arm, two electrodes on her forehead. One machine besides her beeped out her heart rate, while another showed various images of her brain.

"Well you look like you're pullin' through just fine," the Director praised, sliding into the seat beside the bed.

"Thank you," Rogue said, her Southern twang audible.

"You wanted to see me," the Director opened.

"I have a message for you," Rogue said, and the Director leaned forward. "Agent 3314 says that the Iron Sky Initiative is not a threat, but that the subject may still be open to negotiation, if approached with caution."

"Does she," the Director said without question, nodding. "And how much of that do you understand?"

"Not a single, solitary word," Rogue said with a smile, which Fury returned. "But this I do. Carol says that you need to lay down that pack on your shoulder before it puts you in your grave before your time."

"Of course she does," Fury chuckled. "She say anything else?"

"Yes," Rogue said. "She forgives you. She thinks it's high time you forgive yourself."

Rogue almost thought she saw a tear in the Director's good eye. "Thank you, Rogue," he said softly. "Thank you."

Undisclosed Location

"We got the information you wanted," the blue-bodied woman said, laying the files down on the stone table beside the hunched man.

"And the sample?"

Mystique presented the vial of blood, and the thin white hand plucked it from her fingers without looking up.

"Thank you my dear," he said in a soft, musical voice. "Thank you very much."

**ENDING CREDITS**

**Promo For Next Week:** _When the X-Men travel to New York City for a conference on mutants, they discover a different kind of clan below the City That Never Sleeps. But in subterranean dark, will it be their own secrets which come to light?_


	23. Chapter 23

_Mutant High Returns!_

_With Halle Berry and Hugh Jackman's summer movie obligations fulfilled, the hit HBO series returns with all new episodes!_

**Season Two, Episode Eight: Underground**

Anderly Hall, New York City, New York

"Acceptance does not mean assimilation."

The speaker's voice rang out powerfully through the hall as the assembled mutants were mostly silent, their attention fixed upon the man at the podium. Behind him a banner proclaiming the event as the '1st Annual Continental Mutant-Rights Conference' hung from the rafters. The speaker, a young, handsome Puerto Rican man with what appeared to be large orange veins covering his arms, continued.

"We can only be full participants in this society if we are proud of who and what we are. The only way to gain the respect and treatment we deserve is if we respect and treat ourselves well. Mutant power has become a nasty phrase, hijacked by extremists, but mutant pride is something we are all entitled to. We shouldn't have to lie about our mutant status to get a job, or worry about prejudice when we go to buy a house, or be afraid that we'll be denied the same medical treatment as everyone else if our forms list our X-gene status. It's time to stop hiding. It's time to come out of the shadows."

The auditorium erupted into deafening cheers.

_Beast by Nico Vega Plays Over The Following Scene_

In the seventh row of the auditorium sat a tall, white haired black woman who was paying careful attention. To the right of Ororo, Piotr, Kitty, and Bobby sat leaning forward, occasionally whispering to each other. To her left Remy and Rogue hovered as close to each other as they dared. The Mississippian mutant moved her gloved hand closer to Remy, who glanced over at her through his dark glasses, waiting. Rogue blushed and looked to her right, spotting a mother with two young children who appeared to be sprouting painfully sharp spikes.

Rogue caught the eye of one of the children, a girl with big liquid eyes, and smiled. The girl colored and looked down, trying in vain to cover the left side of her face with her hair to disguise the small spikes working their way through her skin. Rogue bit her tongue with the force of her sympathy at the child's shame.

Beside her, Remy shifted. She glanced over and watched him lower his glasses to let the girl see his red eyes. She gasped quietly and Remy smiled, surprising from her a small grin. The girl's mother then noticed her daughter's gaze and pulled her in closer, casting a quick, suspicious look at Remy. He exchanged a sigh with Rogue and they turned back to the podium as another speaker mounted.

"Thank you," said the portly female mutant with skin tinged a light green to the announcer who had introduced her. She cleared her throat and moved in closer to the mic. "Firstly, I want to thank Jonathan Bowker for-"

There was a sizzle and a crack, and then the lights in every part of the auditorium went out. Plunged into darkness, the hall erupted into a disorienting cacophony of voices. The X-Men fumbled around along with the others until a spurt of phosphorescent light emitted from the hands of one of the event's guards expanded to allow for a dim view of the hall. There was a cry from one of the organizers for calm and then, with another crackle, the lights sputtered back on.

There was another surge of noise as the crowds spotted the giant M slashed through the banner.

"I'm sorry," said an elderly man with graying hair and what resembled giles peeking out from under his collar. He bent around the woman speaker to reach the mic. "We had a temporary power failure, but we've got the back-up generator's working. If everyone could please be calm-"

There was a piercing, heart-wrenching scream to the left of the X-Men as the woman with the two children looked frantically around.

"Sally? Jake? Jake! Where are they? My kids! Someone took my kids!"

TITLE SEQUENCE:

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring:

Carrie Ann Moss as Callisto

Written By Jose Molina

Directed By James A. Contner

Created By Joss Whedon

* * *

><p><span>Anderly Hall, New York City<span>

"I think the obvious answer is 'M' for mutant," Kitty observed stoically as she narrowed her eyes at the letter slashed into the banner. "Not a very inventive insult."

"Who says it's an insult?" Bobby speculated. "Maybe it's just someone playing a stupid prank. A mutant all hopped up on mutant pride."

"A stupid mutant," Kitty derided. "Urgh, I hate that stupid mutants exist. We're supposed to be evolved. Can't we just call them something else? Stupants?"

"Mupid?" Bobby offered. Piotr snorted.

"I had them with me the whole time!" The X-Men turned as the voice of the woman who had lost her children rang out again.

"Do you think they could have wandered off while you weren't looking?" Ororo asked the hysterical brunette gently. The woman shook her head vigorously.

"No, no, they were holding my hands right up until the lights went out," she insisted. "I had them right here, in my hands, and now they're..." She shuddered, and Ororo placed a careful hand on her shoulder. "Where are they?" the woman demanded.

"We'll find them, they can't have gotten far," Ororo soothed. The woman shivered and her eyes narrowed as Remy and Rogue jogged up the steps.

"We searched the whole place, us," Remy supplied. "No one has seen the petites."

"How is that possible?" their mother wailed, her eyes furious. "You two! You two must have taken them."

"Ma'am, I can promise you we didn't," Rogue said, her soft Southern drawl deeply sympathetic. "We looked all over the hall."

"Then they're outside," their mother whispered in horror. "Outside in New York City..."

Remy shook his head. "Non, mademoiselle. The doors, they are locked to keep any funny business outside. The locks they are intact, an' the two mutants guardin' 'em are no' the kind to be messed wi'."

"If they're not in here, and they're not outside, then where are they?" Ororo demanded. "Has someone hidden them?" She turned to the mother. "Can the kids do that, is that part of their mutant ability?"

The mother shook her head. "No, no they don't have any - any abilities, all they have are those God awful spikes. I only brought them here to see if there was anyone who might know how to control them. They've been driven out of three schools because parents don't want their kids around them. I've gone into debt with medical bills trying to help them with the pain. Insurance won't cover mutant treatments..."

"Have you looked into mutant crisis centers?" Rogue asked. "I know they've got some here in the city."

The mother scoffed. "Yeah. All they wanted to do was hand me stuff to read about mutant pride and try to talk about how special my kids are - how it's such a gift that they can't sleep at night because those damn things are breaking through their spines. When I asked about a cure they said I was teaching my kids to live with shame and drove me out. What about the pain they have to live with, with people avoiding them on the street? How the hell am I supposed to tell them it's a gift that they can't go on a sleepover because their friends' parents don't want them around their children? What's special about that?"

Rogue swallowed and looked down. Ororo squeezed the woman's shoulder lightly.

"As it so happens, I know a doctor who might be able to help your kids, and a place where I can promise they won't be hated or feared," Ororo said with her warm, soothing smile. Rogue wrapped her arms around herself and turned for Remy.

"Remy?" She looked around. "Talk about people slippin' away when you ain't lookin' - Remy! Swamp Rat, where in the hell are you?"

"Down here, chere! Stop bein' such a lazy River Rat, and come see what dis one found!"

Rogue rolled her eyes, but she bounded down the auditorium stairs. Passing a swell of jabbering mutants, she found Remy kneeling behind the podium near the back at a large manhole cover.

"You found a manhole cover. You want a cookie, Swamp Thing?"

"Somethin' sweeter might be nice," Remy said with a rascally grin, raising an eyebrow and causing Rogue to roll her eyes to hide her blush. "An' what's dis here cover doin' so loose, je me demande?" Remy demonstrated by finding the edge of the cover and lifting it slightly.

"Maybe it's just old..." Rogue began, leaning down to find the gap Remy was holding. She gripped it with her pinky and lifted. The cover flew into the hair, almost whacking her boyfriend in the face.

"Mon Dieu, fais attention, Rogue!" Remy warned, dodging to the side. "Remember, tu es le femme de fer, you."

"Don't you speak French at me, Remy LeBeau," Rogue growled, embarrassed.

"What are you two doing?" Kitty demanded, as the rest of the X-Men jogged down to meet them.

"Rogue was attemptin' to take dis one's head off," Remy bemoaned. "Poor dis one's head."

"I'm sure you and your head deserved it," Kitty proclaimed, and Remy whimpered.

"What - what is this?" the mother of the girls demanded as Ororo led her over to the open manhole. "What - is that how my children were taken? Are they down there? In the sewers?"

"The cover was loose, Maman Loa," Remy said to Ororo. "An' it's got a ladder righ' here."

"New York City has miles of tunnels under it," Kitty recalled, kneeling down as well. "Lots of homeless people live under there. Rats too."

"Oh God," the mother moaned.

"Ma'am," Ororo said with certainty. "I promise you we will find your children. Hey, look at me," Ororo said when the woman began shaking her head. She stared the brunette down. "I promise you right now: we will find your children and bring them back to you."

The mother's lip trembled. "Please. They hate the dark."

"We'll bring them back," Bobby assured her, kneeling down along with Piotr to stare down the manhole.

"Down, down, down," Kitty noted, her voice echoing into the pitch black as they leaned forward. "Who's first?"

COMMERCIAL BREAK

* * *

><p><span>Underground Tunnel, 200 Feet Beneath The New York City Surface<span>

"Remind me to thank Sid for this when we get back," Kitty said as she held up the high-powered flashlight. It brilliantly illuminated the ten feet of the tunnel in front of them.

"Remind me to throw these boots away when we get back," Rogue insisted, wincing at the squelch her feet made as they trudged through the damp concrete. "Don't know what's down here."

"C'mon," Bobby said lightly. "Even if it is radioactive sludge or something, what's the worse it could do? Maybe you could get the ability to glow in the dark, or turn into a sewer rat."

"You been watchin' too much Teenage Mutant Ninja Turtles, you," Remy scolded.

"Uh oh," Piotr said in his deep voice, finally speaking up.

"Oh, it ain't never a good t'ing when Tin Man is worried," Remy groaned.

"Is that...?" Kitty began.

"It's a split in the tunnel," Ororo confirmed. Bobby and Kitty groaned, while Remy swore in French. The three way divide led off to the right, left, and straight ahead. "Kitty, do you have any more of those torches?"

"Only one more," Kitty said, lifting it up.

"This one can make his own light," Remy offered, flipping out a card and charging it.

"Coms," Ororo said, nodding to Bobby, who took out the tiny earpieces also fashioned by Sid. "Okay. Now when we find the kids, we radio, and head back the way we came. If you find a different turn down your path, you take one, together, and radio to mark which direction, so there's no chance of forgetting."

"And when we find le salaud who took the petities?" Remy asked, his light tone belying his harsh words.

"We radio for backup and bring the children to their mother, on the surface," Ororo said significantly.

"But - what if the people who took them have been doing this regularly, stealing mutant kids? What about the 'M' sign?" Rogue questioned. "Who knows how many kids they've taken?"

"We're here to get the kids we _know_ are taken," Ororo said steadily, her eyes passing over each X-Man. "We don't do anyone any good getting lost under New York City. If we find the ones who took the kids, we haul them back to the surface, and wait until we have the rest of the team to go back down. Am I understood?"

Ororo held the eyes of each of the young mutant's in turn, ending with Remy. She waited until the Cajun looked down to break eye contact.

"We have a timetable of five hours. Set your watches and phones. After that, we head back to the surface and get the reinforcements. The last thing we need is to add to the number of mutants missing in under New York."

* * *

><p><span>Right Tunnel, 400 Feet Beneath New York City<span>

"Do you want to learn something fascinating about me?"

Kitty turned to Bobby. "More of the deep, dark secrets of Bobby Drake?"

"Yeah, exactly that," Bobby said, as he winced away from the water dripping down the sewer walls. "I happen to kinda, sorta, maybe, hate the dark. A lot."

"You never said you were afraid of the dark before," Kitty said, tilting her head to the side to examine her longtime friend.

"I didn't say afraid," Bobby said bristling. "I said hate. Not even hate. Just, you know, deeply dislike. With a strong and abiding passion. I like the sun, okay?"

"Sun," said a gravely voice from the darkness beyond the reach of Kitty's flashlight. "The sun, it burns. Very much burns."

Kitty and Bobby shifted into fighting stances. Kitty increased the wattage of her flashlight and held it up higher. Illuminated were two highly mismatched figures. One was exceedingly tall, with pale white skin and dressed in ragged clothes which he attempted to pull closer to shield his eyes from the light. His companion was short and lean, dressed in all black clothes which dripped steadily with a dark liquid in strong contrast to the albino beside him.

"Hello," Kitty said first, her voice cautiously friendly. "My name is Kitty Pryde and this is Bobby Drake. We're looking for two young children who we think are lost down here. They would be about six or seven, brown hair, big eyes-"

The albino sniffed loudly, leaning forward to showcase gleaming yellow eyes. "Mutants," he proclaimed to his friend, nodding at the X-Men. "They are mutants."

"Yes, we are," Bobby stated clearly. "And so are the children we're looking for. Have you seen two young children, brown hair, with spikes-"

"Nosy mutants," the smaller of the two newcomers scoffed, his voice nasally and snipped. "They should mind their own business."

"Our business is those children," Bobby said, more loudly, stepping forward. "We-"

The ice-mutant broke off with a strangled cry as he found his face covered in a smothering inky black substance which obscured his vision and blocked off his nose and mouth.

"Bobby!" Kitty shot forward to catch him as he stumbled back. She clawed desperately at the dark mass covering his face, gasping when she found her own hands trapped upon contact.

"Tricky and sticky," giggled the young boy mutant as he moved closer. Now Kitty was able to see that what she had thought were black clothes were actually dripping black tar, oozing out from the boy to cover his body.

Kitty had just enough time to phase her hands off of Bobby's face and make herself incorporeal when the mutant lobbed a stream of the substance at her. The small mutant frowned as his ooze passed directly through Kitty.

"Not fun," whined the tar-mutant.

"How about this?" Kitty hissed, tossing a miniature taser Sid had lent her at her adversary. The tar-child groaned and fell back, seizing. Kitty used the time to pull out a small blade to cut the tar off of Bobby's face.

"Easy, easy," Kitty said, trying to still both Bobby and her own trembling hands so that she could cut the stuff off his mouth. "You-"

Kitty's eyes rolled up in her head at the heavy blow to the back of her skull. Her vision going dark, she had just enough time to curse herself for forgetting the presence of the albino mutant before she was enveloped in blackness.

* * *

><p><span>Left Tunnel, 400 Feet Beneath New York City<span>

"Firs' thing when we get back, this one is takin' a long, long shower, me," Remy insisted, squinting and moving with cat-like grace around a dark puddle.

"You always say that, sugar," Rogue said pertly. "And then you always find a way to cover yourself right back up with mud."

"What can I say? I'm comfortable in the mud and swamp. Nice and cool where this one grew up," Remy defended.

"Well then this must be just like home for you," Rogue teased with a smile. Remy dodged another puddle and shook his hair over his face.

"Rem?" Rogue tried to gauge his expression from the sporadic light cast from his card as they navigated the dank tunnel. "I been meanin' to ask you -"

"Arrêtez!" Remy threw out his arm and Rogue froze. She squinted ahead, seeing nothing in the distance ahead. She waited for a full five minutes before turning to her boyfriend.

"You hearin' somethin with those thief ears I don't?" Rogue whispered.

"Thought I saw somethin' with these thief eyes," Remy mumbled.

"You did."

The two X-Men whirled around and blinked blindly for a few minutes before finally locating the small, short figure that seemed to half-meld with the shadows.

"We can't see you too well, though," Rogue said gently, though she shifted her stance. "You wanna come into the light a bit more?"

"Come into the light," the figure repeated, as if musing. "Coming into the light can be so very, very painful. The dark...the dark is kind, the dark is cool. You can hide your sins in the dark, where they don't burn. Burn...burn..." The trembling, high voice trailed off.

"Well then." Remy nodded. "We'll just leave you in that nice cool dark, and be on our way, us."

"Remy!" Rogue reproached, moving closer to him and angling to try and get a better look at their visitor. A faded pink dress and floppy grey hat covered up tiny, still-growing limbs. The girl's hair obscured what the hat didn't cover of her face. "We can't just leave her."

"Seems like she wants to be left, chere," Remy pointed out. "And you remember 'Ro, we ain't down here to save every stray petite."

The little girl smiled with thin chapped lips. "Yes, of course. Just leave us to die. Not your fault if you run, run, run, mais oui, n'est-pas?"

"What are you-"

"The dark hides so many sins." The little girl raised her voice. "Doesn't it? Thieves and liars and murderers love to hide in the dark, where their red eyes burn, burn, burn..."

"Burn this," Remy growled, reaching into his pocket for a card, his fingers beginning to glow with red-purple energy.

"No, Remy, wait!" Rogue grabbed his arm. "Look at her, she's just a kid!"

"Looks can be deceivin', chere," Remy growled. But he let the energy fizzle out.

"So sayeth the deceiver," said the child.

"See?" Remy asserted. "Even she believes me."

"We're not gonna hurt you, sugar," Rogue promised, taking a careful step forward. "Okay?"

The child took a step back, her eyes still covered by her low lying hat. "More lies. Does he feed them to you every day? Mix them in with your biscuits, over coffee, speak them in French so that you can't understand?"

"Rogue, we have to go," Remy said more loudly, his voice echoing around tunnel. "She's some kind a' psychic, comprends? She's tryna get in our heads."

"Oh yes, so many in your head," the little girl in pink said, tilting her own as she took a step towards Rogue. This time Rogue stepped back. "I can see. It hurts, right? Never knowing what is real, never sure, never able to find the right piece? Sins in the dark. Even when he's in your head, he's telling you lies."

"You start tryin' to mess with my head, little one," Rogue warned now, "you won't know what hit you."

The girl smiled again. "Neither will you."

Rogue pulled back as the girl jolted forward, pulling away her hat and shaking off her hair to reveal glowing purple eyes. Rogue threw up her hands for a fight, but the little mutant had already blown a cloud of violet smoke towards her. Rogue coughed, trying to hold her breath in defense, but the smoke invaded her nose like a willful spirit. Gasping for breath, she was suddenly caught in the grip of a vivid memory.

_Hiding in the dark, shivering, chewing on her hands to hold in her own screams, while all around her those of others drowned her ears in a cacophony of pain. The tangy scent of fresh blood smothered her. The distinctive wet thunk of flesh sliced apart, the crack of bones broken and then a body fell near her. Open, staring, empty eyes, eyes that used to know her, looked at her without seeing. The heavy laughter of men in the heat of blood lust sent her body coursing with a new fear, one she didn't understand._

_And in the corner, in the dark, hiding, red eyes. Gleaming red eyes, watching it all. Just watching._

"Que diable avez-vous fait?" Remy roared as he watched the frozen Rogue, desperate to move towards her, desperately afraid to do so.

The little mutant widened her still glowing eyes. "Diable...hell. Yes. That's the word."

"Mauvaise idée, mon petit," Remy stated. "Tres mauvaise." Both hands gleaming red-purple, he thrust four charged cards at the little mutant.

They flew towards her, then stopped, fizzled, and fell flat. Remy felt a grip on his arm from behind. Immediately tensing to fill his body with more energy to break the hold, he gasped as it faded as quickly as he summoned it. Fighting back, he continued to feel the inexorable drain, every struggle only making him weaker.

"Mau-vase?" The voice of Remy's captor was male and adolescent as it posed the question.

"Bad," the little mutant with the purple eyes explained as she continued to stare at Remy. "It means bad."

* * *

><p><span>North-Facing Tunnel, 400 Feet Beneath New York City<span>

"Rogue? Rogue, status report." Ororo tapped her earpiece. "Rogue!"

Piotr said something soft and harsh in Russian. "Kitty is not responding either," he supplied when his teacher turned to him. "Is it because of the underground? The signal?"

"If it is we have to go back," Ororo said firmly. "Go back and wait at the fork for them, we can't risk-"

The weather witch's skin bristled. "Stop," she ordered Piotr in a low voice of command.

The big Russian ceased movement. "We are to go back?"

"Oh no." There was a blinding flash of fire and smoke. Four flares sprang into light, throwing into relief the four figures Ororo had sensed in the air disturbance ahead. A lean female with a black eyepatch stepped forward.

"No. You are to go ahead."

COMMERCIAL BREAK

* * *

><p><span>Sewer Cavern, 500 Feet Beneath New York City<span>

The blindfolds were roughly pulled from the eyes of the two X-Men and Ororo and Piotr blinked as the cavernous open space around them came into focus.

The open space was fed by four tunnels and lit with dim torches and flares held by the surrounding mutants. That they were mutants was obvious - though ranging in age, sex, color and bodily hygiene practices, all of the strangers were marked by unmistakable, impossible-to-conceal signs of mutation.

All save the slowly coming-to X-Men who were bound and guarded on the sewer floor. Ororo bit her lip as she tried to ascertain how hurt Remy, Rogue, Kitty and Bobby really were.

"We don't usually fight other mutants," stated the woman with the eye-patch. Tall and lean, and decorated with a preponderance of black tattoos, she fingered the sharp blades bound to her hips. "This is supposed to be a place where we can live in peace, away from the problems on the surface."

"You didn't seem too shy about leaving a giant 'M' for mutants on the convention banner," Ororo noted wryly.

"The M wasn't for mutants," said one of the strangers who stood beside Remy, blinking his brown eyes and extra red eye upon his forehead angrily. "It's for Morlocks."

"Morlocks?" Ororo looked around the assembled crowd, who nodded or looked away. "The underground monsters from H.G. Wells."

"We're not the monsters, surface-sucker," snapped the third eyed boy. He raised himself up to his full five feet two inches, and his third eye began to crackle and shiver with electricity.

"Erg." The leader raised one bruised and burnt hand. "Power down."

"Callisto, she's calling us monsters!" Erg protested.

"Of course she is. That's what she sees. Are you going to get angry when she says it's wet down here, too?" Callisto countered. Erg scowled, but his eye began to fizzle less. "Sorry about all this," Callisto said smoothly to Ororo. "We're more...defensive than some of you on the surface. We haven't had the same kind of...benefits you Blenders do."

"Blenders?" Piotr frowned.

"Yeah," Callisto said drily. "Those of you who can pass for human. It's a bit tougher for those of us who can't walk into a store without causing a riot."

"You seem like you could blend if you chose," Ororo pointed out.

Callisto grinned, and her mouth expanded as black veins coursed out over her cheeks and forehead. The grimace resembled a horror-movie creation and Piotr cast a glance at Ororo that the one-eyed leader didn't miss.

"It happens when I get a little...testy," Callisto explained. "And there's plenty on the surface to make a mutant mad."

"I agree," Ororo conceded. "But there's also a reason people choose to stay above and fight for change."

"And we wish you all the best," Callisto said, chuckling. "Really we do. So why don't you go back to fighting the good fight up there, and we'll-"

"Not without our friends and not without the children," Ororo stipulated.

Callisto raised a brow. "We'd be happy to let you take your friends off our hands. But children..." Callisto pursed her lips and shook her head. "You might not like how we raise them, but we have the same right to our kids as anyone else."

"To your kids? Of course. But how many of them are actually yours?" Ororo posed.

"Not your concern," Callisto stated.

"Oh it most definitely is," Ororo snapped. "I don't know how many children you've abducted, but I know at least two, and I'm looking at them right now."

Callisto bristled and behind her a ragged, unkept woman gasped and pulled the boy and girl she had been attempting to move towards one of the tunnels closer.

"These are my children!" the woman hollered. Her skin was the scaly consistency of a reptile, her hands clawed. Her lips trembled as she gripped the children tightly to her.

"Not according to their mother," Ororo said. Piotr's eyes darted between Bobby and Kitty and Remy and Rogue. The X-Men were very slowly beginning to blink and shift, light groans signaling their return to consciousness.

"I am their mother! Me! They're mine!" the woman screeched again.

"Annalee..." Callisto's voice was low with a warning the hysterical woman couldn't heed.

"You can't take them from me," Annalee protested, pulling them closer. The girl whimpered and the boy tried to tug ineffectually away. "We won't let you."

"Those are not your children," Ororo said inexorably. "Now maybe you think they are, maybe it truly feels like they are, but-"

"Don't talk to me like I'm crazy!" Annalee growled. "I'm not crazy, you bitch. I lost them. I lost my children!" Annalee wailed and the hall fell silent in the face of her rampaging grief, the waves seeming to vibrate off the bereaved mother's very skin. "They were killed. Not died; murdered. Taken from me. All the years they would have had, the birthdays they could have seen, all of it stolen from me, _stolen_ from me."

"So you steal another woman's children?" Ororo countered.

"They'll be safe down here," Annalee explained, smiling through the tears that coursed down her dirty cheeks. "They'll be loved. I felt their pain in the aboveground and I knew they were meant to be here, to be safe, where no one will ever hurt them again because of their faces. They called to me, I could feel their pain-"

"And what about their mother's pain?" Ororo shot back. "Can you feel that?"

Annalee fell silent, but Callisto sneered as she stepped forward. "Oh, and you know so much about pain? You could walk up there as a human and no one would know. All they would see is a normal woman, a beautiful woman." Callisto chuckled roughly. "And everybody loves a beautiful woman."

"Love isn't always the word for it," Ororo stated in a voice as brittle as broken glass. "Beauty doesn't mean power when people decide they aren't content to just look."

"Oh, my heart bleeds," Callisto hissed.

"It won't be the only thing if you don't give those children back."

Callisto laughed and drew her blades. "And if I do, I won't be the only one." She jerked her head towards the Morlocks supervising the still dazed young X-Men. "Caliban, Erg. Make sure our visitors have no inclination to leave."

The albino Caliban gripped Kitty and Bobby by the shoulders with both of his enormous hands. Kitty was still blinking and wincing as if in pain; Bobby's face was obscured by black tar save for the area around his nose and mouth. Erg was gripping Remy and Rogue by the scruff of their necks. Remy appeared to be drifting in and out of consciousness, but Rogue met Ororo's eyes. The Mississippian mutant tilted her head to the side, allowing her hair to slip off her neck, leaving it exposed.

"By name is Ororo Monroe," Ororo said loudly, turning from Callisto and her young charges to address the assembled Morlocks. "I'm a professor at the Xavier School for Gifted Youngsters: for mutants. It's a place for people like us. Where we can be safe."

Callisto snorted. "Not for people like us. For people like you, pretty, human-looking mutants who can blend." Callisto raised her voice and projected over her shoulder. "She thinks we should expose ourselves to their violence and their hatred and fight battles we can't win. Do you remember what it's like one the surface? How they treated us?"

"The Xavier School accepts any mutants who need a place to stay," Ororo continued. "We don't discriminate and we have mutants with gifts so painful and so visible that they've been driven from their homes. We take them in, we give them an education and a place to stay where they can be proud of who they are."

"And there it is," Callisto crowed. "'Mutant pride.' Come out and get killed in the name of pride. Come and get spit on and despised all because some idealists think you should risk your lives for their cause."

"Many of those who come to us go on to realize their dreams of becoming lawyers, writers, doctors," Ororo pressed on, making eye contact with as many Morlocks as would. "They realize that they don't have to hide and run. That there are people out their who are willing to stand by them, that they can live the kind of lives they deserve. Lives without fear."

"We don't listen to this," Callisto proclaimed loudly. "We aren't tricked by pretty stories and shiny promises. Remember the last time we listened to promises? We were _massacred_. Our families were _butchered_. And who led us out of that? Huh? Who kept those of us still here alive, after Baltimore? Who brought us here? Who protected us?"

"You're doing a lot of speaking _for_ everyone else," Ororo noted, now meeting Callisto's gaze. "But I'm not hearing _from_ anyone else."

"These are my people!" Callisto sneered. "They aren't going to leave me for you. They know that there is nothing on the surface for them."

"So you're queen of the monsters, is that it?" Ororo accused. "They all have to hide down here and hate themselves as much as you?"

"I protect them!" Callisto screamed. She looked around, her eyes demanding those of the other Morlocks. Some of them met her gaze, but some avoided her, and others were looking at Ororo. Callisto's face expanded in rage, went black with rage. "I protect you! All of you!"

"But who protects them from you?" Ororo challenged.

Callisto led out a low howl and charged at Ororo with both knives drawn. Ororo waited on the balls of her feet and then cross blocked Callisto's wrists with her own, kicking the other woman in the stomach to push her back. Piotr began to shield up and stomp forward but Ororo shook her head vehemently, warning him away with one arm, which she then had to use to knock aside Callisto's. The other woman was built of lean, wiry muscle, and her elbow in Ororo's side caused the weather witch to stumble, gasping, as she just managed to skip away from the singing blade.

The two women skirted the edges of the circle made by the watching Morlocks. Callisto flipped her blades casually while Ororo ripped part of her shirt to wrap around her palms and knuckles. The hideous grimace was now a permanent fixture on the one-eyed woman's face, and Ororo made her own the epitome of calm in contrast.

Letting loose a sharp, high-pitched cry, Callisto feinted forward, slashing with one blade. Ororo moved to the side, her arm coming up to block the weapon, and Callisto kicked a puddle of dank sewer water into her opponent's face. Ororo blew out and the water reversed course, preventing the second swing of Callisto's knife, but doing nothing to prevent the stinging rip to her cheek from the first.

Piotr again made to move forward, but Ororo warned him away with wide, urgent eyes. Landing a spinning back-kick to Callisto's raised right arm and knocking away the blade, Ororo dove forward to grapple for the other knife. The two women came body-to-body, Callisto's dark veined mask pressed obscenely close to Ororo's face as she tensed her muscles and fought for dominance.

"People with pretty faces are always so afraid to ruin them," Callisto whispered, sneering as she forced their entwined arms towards Ororo, the knife pointed down, her right eye boring into Ororo's. "You have to be willing to _get_ hit _to_ hit, Beautiful. Gotta take damage to cause damage, sister, and I don't see any kind of scars on you."

"Well maybe they're on my left side," Ororo shot back. She gave one last effort into pushing the knife away from her body, building up Callisto's resistance, and then she pulled the hand and the blade towards her. Falling onto her back with her left leg bent to catch herself, she used her right knee to flip Callisto over her head. The other woman gasped and she hit the ground, winded. Never letting go of the blade, Ororo rolled over to straddle her opponents chest, pressing the it to the coughing mutant's throat.

"Don't try to cut that sawdust speck out of someone else's eye, _sister_," Ororo said, her own eyes gleaming white, the air around the tunnels going cold. "Especially when you definitely have a hell of a plank in your own."

"Surface bitch!" Erg spat, widening his third eye which gathered electricity into a point. Ororo was raising her hand to catch the attack when it suddenly fizzled out as Erg choked and gasped, dark veins sprouting from his left hand where Rogue gripped him.

"Not so fun when someone else takes it outta ya, is it, hun?" Rogue posed to the gasping Morlock, who soon dropped to his knees. Kitty pushed to her feet, phasing through Caliban's hold to kick the white-skinned mutant powerfully in the chest.

"You really should stay up on surface news," Kitty said pertly. "Otherwise you might've known who we are."

Kitty and Rogue took fighting stances while Piotr armored up fully, ready for battle. Callisto chuckled, coughing blood.

"So? What are you waiting for?" the one-eyed mutant croaked, her smile bitter. "Go ahead. Clean the sewers of all the monsters."

"You'll have to point them out to me," Ororo said softly, "Because I don't see any." She removed the knife from Callisto's throat and stepped back, releasing the Morlock leader. "There are enough people out there who see monsters when they look at us, Callisto. I'm not gonna give them the satisfaction of making it true."

Ororo tossed the knife to the side, letting it clatter down on the sewer floor. The Morlock leader watched it fall and the young X-Men tightened their stance. Then Callisto smiled, and this time the black markings faded as her lips twisted up. "Well, you've got the floor, Beautiful. Where are you takin' us?"

Ororo held out her hand. Callisto snorted, but took it.

Ororo smiled as she pulled her former opponent gently to her feet. "Up."

COMMERCIAL BREAK

* * *

><p><span>Anderly Hall, Surface Level, New York City<span>

"Sally! Jake!"

"Mom!"

The weeping brunette held out her arms and her daughter ran around Rogue to plunge into them. Remy let down the straining Jake so that he could join his sister. "Voici, ce tu maman," he murmured, smiling.

Laughing and crying, the small family reunited as the X-Men watched.

"Do you really think they'll make it up here?"

Ororo turned to Callisto. The Morlock leader stood with arms folded, eyes moving between the tearful mother and children and the police at the main doors who were speaking with the event's guards.

"They have a mother who loves them," Ororo answered. "They have people who want to help them and have a vested interest in giving them the chance to make it."

"You and your X-Men?" Callisto said drily. "You think you can keep your little school safe against the rest of the world?"

"No," Ororo said quietly. "We think we can change the rest of the world so we don't have to."

Callisto laughed aloud at that one. "Well, I guess even us mutants need our idealists."

Ororo turned to face Callisto more fully and spotted Annalee crouched down near the manhole cover with the other Morlocks. The ragged reptilian woman watching Jake, Sally, and their mother with a pained and hungry expression.

"You plannin' on arrestin' us?" Callisto asked, following Ororo's line of sight.

"Can you promise me she won't do it again?" Ororo questioned.

Callisto sighed. "Annalee's an empath. She took losin' her kids real hard. She had somethin' essential ripped away from her. Now she's lookin' to fill it."

"And how did she?" Ororo asked. Callisto narrowed her eyes and Ororo elaborated. "Lose her children. Before, underground, you said something about making it out of Baltimore after a battle."

"A massacre," Callisto corrected. "We got word that mutants were disappearing - taken for experiments off the streets, where no one would report us missing. We circled the wagons and hid, but we must've had a rat - they do love the sewers. We got caught, and we got butchered. Annalee lost her kids in the melee, Erg lost his sister. Some of us made it out through the tunnels, and we ran like rats ourselves, all the way to New York."

"Do you know who it was?" Ororo demanded. "Was it a group, did they have a leader...?"

Callisto shook her head. "No one who ever saw ever made it to us to tell. All we got were whispers. Some of the other undergrounders started calling it Sinister, because you would just hear whispers about somethin' bad comin'... and the next day you'd be gone."

"If you come with us-" Ororo began and Callisto's face spread into a wide grin.

"Aren't I comin' with you one way or another?" she said, nodding to the police.

"I don't want to put another mutant in jail for doing what they think they had to to protect their people," Ororo said honestly. "But if you come to the school..."

Callisto was shaking her head. She gestured to the other Morlocks. "Ask them. Some of the kids probably will and probably should. Take 'em if they want to go." Callisto chuckled. "You're definitely tough enough to protect 'em, and if there's more like you at that school, it'll be a relief to know they're somewhere safe. But me and some of the older ones...we've gotten used to the dark. Wouldn't be able to see up here with all the light."

* * *

><p>Remy continued to smile at Sally and Jake as they hugged their mother before glancing sideways at the giggling Rogue. "Does this one have somethin' in his hair, chere, that's makin' you laugh and mock?"<p>

"Wasn't mockin'," Rogue said, softly smiling now. "I was just thinkin' how cute it is to see ya with kids. You got a soft spot, Remy LeBeau."

"Do not. That is malicious lies. Can sue you for that."

"You just try it," Rogue threatened, while moving in close to the Cajun. Remy grinned and slipped his arm carefully around her waist, his gloved hand resting on her stomach.

"I wish we could save them all," Rogue confessed, looking over to the manhole where the Morlocks hovered, some already descending back down. Erg and a gangly adolescent mutant with a bald head covered in patches of red were talking with Ororo. "Ain't right for them to live down there."

Remy caught a flash of pink, and lowered his gaze. One purple eye stared him down from beneath oily hair as the girl mutant crouched in the shadows. Remy bit the inside of his mouth. "You can never save everyone, chere."

Rogue was opening her mouth to speak when Kitty bounded over, leading a very worn Bobby by the hand. "Can we not do tunnels again for, like, a couple years? I don't think I'm ever getting the stink off. How can Superman and Batman have their headquarters in caves? Do they come out smelling like this? If so, they have now been forever un-romanticized. Urgh. Can we put hashtag Real Superheroes Live Aboveground on our official twitter?"

"We have a twitter?" Remy asked, blinking.

"We will when I get back," Kitty said with dark determination.

"That may be the worst thing I've heard all day," Bobby mused, "and I spent half of it knocked out by a kid with gasoline dandruff."

"And we're gonna have to teach them when they get back to the Institute," Rogue whispered in horror. "We have to be their mature and balanced role models."

"C'est pas vrai," Remy whimpered. "This one is supposed to be immature and unbalanced! It's part of my charm, me."

"It seems like only yesterday we were the young rapscallions who banded together to switch Logan's shaving cream with Sid's Super Adhesive Wood Gum," Bobby recalled fondly.

"That was yesterday," Rogue reminded.

"Oh, right. Ah, time, how it passes," Bobby sighed.

"Are we having a philosophical moment?" Piotr asked as he walked over to join them, heavy eyebrows raised.

"Nope, just remembering our glory days," Kitty said, throwing her right arm over Bobby's shoulder and winding her left hand through Piotr's. "C'mon kids. Let's head back to our Fortress of Mutitude, there to cook up more dastardly plans."

"If you and Sid cook up anythin' more dastardly than usually, you're gonna blow the whole school sky high," Rogue warned as the young X-Men move to join their teacher.

"Nonsense." Kitty tossed her hair in mock indignation. "Nothing of the sort shall thwart our sinister plans."

* * *

><p><span>Undisclosed Location<span>

The man carefully measured out the sunset orange liquid from the test tube into the beaker, leaning back as it issued forth a dank green smoke. Smiling, he extracted some of the mixture with a dropper and gently dripped it onto two plain wafers.

There was a whimper from the cage to the man's right and he glanced over, his face a mask of sympathy. "Don't look so unpleasant, children. It shouldn't taste nearly as bad as it smells."

The man delicately placed the wafer onto a plate with a pair of tongs, added a napkin and glass of water, and moved to kneel down by the cage. The two young prepubescents within huddled close, their shared reptilian skin blending together as they gripped each other with their clawed hands. The man pushed the tray towards them.

"And once you finish this, we have dessert," he promised. He smiled.

**ENDING CREDITS**

**Promo For Next Week:** _As secrets, rivalries, and romantic tension sow discord among the young X-Men, a new, highly unstable mutant arrives on the scene, drawing the X-Men into conflict with both the Brotherhood and S.H.I.E.L.D._


	24. Chapter 24

_Mutant High Returns! _

_Mutant High Returns to the CW's fall line-up! The highly rated show made it through production and legal troubles to join the CW family as one of the most popular shows of the season._

**Season Two, Episode Eight: Sanity**

In The Dark

Remy felt every ounce of his overwhelming kinetic energy flooding his body, and yet he couldn't move. His hearing seemed to go in-and-out of focus, one minute filled with the sounds of screams, breaking bones and the sickening squelch of sliced flesh - the next, pure silence.

"Help me! Help! Momma! Momma! Help!"

That was clear enough. A child's voice, high-pitched and piercing, terrified and pleading.

His ears stopped taking in sound, but his sense of smell refused to let up. The distinctive, tangy scent of blood mixed with the nauseating odor of organs meant to stay inside a body, filling damp, thick air with the powerful aroma of death.

The hand was on his shoulder. A steady squeeze. A deep laugh, a chuckle. "Well, you kept up your bargain, friend. Now my little problem is gone too."

Remy's chest seized, and Rogue jerked awake, blinking and gasping in the dark, coming back to herself in pieces.

"God damn it," the Magnolia State mutant swore, before shoving off her sweat-drenched covers and stumbling across her room to the door and down the hall of the second floor of the Xavier Institute for Gifted Youngsters. She was just rounding the corner when a small figure walked through the solid wall as if it were mist. Rogue bit back a scream and stopped up short.

"Damn it, Kit! Almost scared my pants off! And all I'm wearin' is shorts," Rogue scolded.

"Sorry," Kitty said softly.

Rogue frowned. "What, no perky comeback?"

Kitty pulled the robe closer to her body. "I guess I'm not my best today."

Rogue sighed and moved closer to her friend, still careful to keep a safe distance. "C'mon. Let's get some air."

Kitty smiled a little, and the two girls navigated the corridors to the glass doors which led to the balcony. Kitty phased through and opened the lock from the outside, holding the door for Rogue.

"Thanks, hun," Rogue said softly, shivering a little at the night air. "Whoo. That makes you feel alive."

"Yeah," Kitty agreed softly. "Alive is good."

Rogue opened her mouth to speak, but then the temperature dropped a few more inches. "Bobby!"

"What?" The cold-bearing mutant slid off the side of the balcony and shrugged. "You said it made you feel alive."

"A little makes you feel alive. A lot makes you be dead," Kitty stated firmly.

"Aw, I'd never make you guys be dead," Bobby proclaimed. "So, are we having an impromptu meeting or something? Or we all just feel like keeping ourselves nice and sleep deprived?"

"I could sleep I just didn't...didn't feel like it," Kitty said rapidly. "I don't know why Rogue couldn't sleep -"

"Remy?"

Rogue skipped over to the edge of the balcony, narrowing her eyes.

"Is he there?" Kitty asked, as Rogue peered over the edge, coming perilously close to falling. "Rogue?"

Rogue pulled back, and turned to look at her two friends, upper lip twitching. "I coulda sworn he..." Rogue trailed off, swallowing. "I uh, I guess I'm seein' things."

Bellevue Hospital, Subterranean Adjunct, New York City, New York

"I swear I saw what I saw."

"John, are you asking for a position move? Because Level 2 is-"

"No, no, Dr. Samuels, I'm happy to be here. I just want to make sure..." John sighed as he tried to keep pace with the rotund, heavily bearded doctor as they moved down the cool white halls.

"You have to keep your head with this job, John," Dr. Samuels admonished as he stopped at one of the doors which lined the hall and removed his glasses. "Remember, the patients depend on you. You need to be their link to the real world, which means you have to make sure you got your feet firmly on solid ground."

John nodded, and Dr. Samuels raised his eyebrows.

"Do you?"

"What? Oh, yes," John declared. Dr. Samuels smiled again, nodded, and then turned to the door. He entered a code into the key pad and placed his eye up for the scanner. With a click, the door unsealed.

"Wanda? Wanda, we're coming inside, okay? It's Dr. Samuels and John, you remember?"

Dr. Samuels waited for a response, and then shrugged to John. "Alright, we're coming in."

John followed the doctor inside. The room's walls were indeed padded, but the occupants arms were free. The young woman with the raven hair was uncomfortably thin, and her hair was the matted, unclean mess John was accustomed to seeing in his more far-gone patients. She sat in the corner in soft white cotton pants and shirt, utterly immobile, save for her eyes. These moved with sharp, off putting swiftness between the two men entering her cell. John suppressed a shiver.

"Wanda?" Dr. Samuel's voice was kindly as he smiled down at her. "And how are you feeling today?"

"Me?" Wanda blinked. "I'm doing just fine." She tilted her head. "How are you?"

"That's nice of you to ask," Dr. Samuels commended. "I'm doing well. Now, if we could pick up where we left off-"

"No," Wanda said.

"No?" Dr. Samuels raised his bushy brows. "No, you don't want to pick up where we left off?"

"No. No you aren't doing well," Wanda clarified. She lowered her eyelids as her eyes narrowed. "Sorry."

"Sor-" Dr. Samuels broke off with a gasp, stumbling forward and clutching his chest.

"Dr. Samuels? Dr. Samuels!" John rushed forward to catch the man as he fell, his body seizing one last time before it stilled. John felt for a pulse, gasping.

"His heart."

John whipped around to stare at the patient. "What?"

"His heart," Wanda repeated, her voice flat and dry. "It's been beating irregularly for days now. The probability of an attack was high. Guess today the odds just weren't in his favor."

Wanda's unsettling black eyes pivoted to John's. He rummaged desperately for his intercom device, fumbling as he tried to get it to work.

"Oh," Wanda noted now. "I guess the odds aren't in your favor either."

John stared at the thin woman in horror. There was a buzz behind them.

"Oh look," Wanda said, a razor of a smile coming to her chapped lips. "Looks like the door isn't working properly."

She rose with a weird, boneless grace, and John began to rise to block her path. The patient turned to look at him with her deep-set eyes, and tsked.

"Don't I recall hearing Dr. Samuel's say you have a family history of epilepsy? And that you have a slight chance of developing it yourself?" Wanda smiled her knife-blade grin again. "Wouldn't it be just the worst thing ever if that wasn't such a small chance after all?"

John swallowed harshly, squinting, as his eyes began to burn. Through the tears filling them he saw Wanda push open the mechanically defective door with one arm, almost lazily. As soon as it swung closed behind her there was another buzz as the system went back online, locking John inside.

The device in his hand warmed, and John looked down to see that his com was now working. Dialing the number for extreme emergencies he pressed it to his lips.

"Code Red, I repeat, Code Red! Level 4 patient has escaped, medical personnel needed in room thirty four. I repeat, Code Red, patient escape."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Eliza Dushku as Wanda

And

Clark Greg as Agent Phil Coulson

Written By David Grae

Directed By James A. Contner

Created By Joss Whedon

* * *

><p><span>Classroom 256, Xavier Institute, New York<span>

"It's sick."

"Interesting choice of words, Kitty," Professor Xavier said with a smile. "Considering the reasoning behind all of these abuses was the idea that there needed to be cures for the sick."

"That was the _excuse,_" Kitty declared to the rest of her Ethics class, holding up her copy of _The Abuse of Man: An Illustrated History of Dubious Medical Experimentation_ by Wolfgang Weyers. "But it wasn't about curing people. It was about using people to, to satisfy their curiosity, and - and their own sadistic desires and fantasies. They just used it as a smokescreen. Human experimentation should only be done with the absolute strictest controls, and only when the people have volunteered, and only when we're almost sure it's safe."

"Hey, do you know what they do to test animals?" said Sky, a third year student with the ability to store electricity in her body. "To the rats? If no one adopts them after the experiments are finished then they kill them. They just kill them! And they'll make young researchers name a rat and kill them, just to get them ready. They guillotine them! If we're gonna test medicine and stuff, we should be testing it on ourselves. It's only fair."

"The process of inoculation was discovered by experiments on humans," Xavier said. "That knowledge saved lives, even though those upon whom it was tested did not, perhaps, all benefit. It is difficult to know if something is safe in advance."

"Well, great for inoculation, but things are different now!" Kitty insisted, raising her voice. "Yeah, inoculation happened, but so did Nuremberg! And with us now, with mutants...we can't let ourselves be used as lab rats. It's just too dangerous."

"Kitty raises some interesting points," the Professor said with a nod. "Must mutants be more careful when it comes to experimentation and science? Thoughts?"

"I know there are places promising, like, cures and things, and mutants take them even when they aren't safe or tested," said one student, with what appeared to be retractable gills. "They take advantage of us because we're desperate."

"But what if it works?" Rogue said, her soft drawl shaky but clear. "Yeah, it's a leap of faith, but if things are already bad for you, even the hope of helpin' yourself - an', an' maybe someone else - that could make it worth it. It's all worth it if it works, right?"

"If you think like that you'll just end up as another missing mutant statistic," charged Kitty. Rogue bit her lower lip, and glanced over at Remy, who usually supported her in these debates. The New Orleans native caught her glance and looked away.

"Well I think-"

_Professor. It's a call for you. From the Director._ Scott's mental voice was edged with anger.

"Well!" Xavier headed off the rising argument in the class and smiled around the room. "I can see we have all kinds of wonderful thoughts for our essays. Please have them ready by next week, and we can continue our discussion. Thank you."

The Professor continued to smile as the students filed out, but let it droop when Scott entered holding the phone.

"It's him. Again," Scott said, through gritted teeth.

"Yes, Scott, thank you," Xavier said firmly, holding out his hand. Scott handed him the phone and retreated towards the window to stare out at the grey sky.

"Yes, Director Fury," Xavier said amiably. "And how can we be of use this time?"

"Charles," Nick Fury said on the other line, and Xavier stiffened at the reluctance in the S.H.I.E.L.D. director's tone.

"Yes?"

"Charles...it's Wanda."

Student Lounge, Xavier Institute

"Remy? Remy! Remy what's wrong?"

Remy stopped at Rogue's call. Rogue thought she saw him stiffen, but when he turned it was with his trademark cat-that-ate-the-canary grin.

"Nuthin' is wrong, chere," Remy said in his thickest, most seductive drawl. "This one is jus' the happiest lil' Cajun in the world."

"Really? 'Cause it's seemed like ya been avoidin' me, these past few days," Rogue said softly.

"Aw, non, chere," Remy crooned, coming in closer. "Sorry. This one's jus' had a lot on his mind, n'est-pas?"

"Like what?" Rogue asked, and watched Remy's mouth twitch. "I mean, usually you're really big on talkin' in these kinda discussions."

"Jus' didn't have anythin' to say," Remy said, his eyes hooded now. "Sometimes people don' have anythin' to say on things, oui?"

"Well then how about you backin' me up in there?" Rogue requested. "I mean, you know what it's like for me, to be the one who has to be devil's advocate all the damn time. I coulda used a little support."

"So what? You wan' dis one to fight you' battles for you?" Remy snapped. "Big boyfriend come to you' rescue?"

Rogue tilted back, widening her eyes. "Now boy, I know you did not just say that to me. You gonna say the girl who can literally kick you through the damn wall is playin' the clingy girlfriend?"

"Well you damn sure steppin' into my business like one!" Remy countered.

"If you'd just tell what's wrong me I wouldn't have to!" Rogue shouted back. Around them, the others students in the lounge were either making cautious runs for the exits, or watching with the interest of longtime viewers. "I'm havin' dreams I don't understand-"

"Then talk to the Professor, you!" Remy insisted, his skin paling under his tan, and his voice becoming pleading as he looked around at those still present. He dropped his voice to a whisper and stepped closer. "Rogue, chere, please, nightmares, ce pas vrai, comprends? It's jus' dreams."

"Then why are you pullin' away from me?" Rogue questioned, lowering her own voice in response. Those students still present leaned in to hear.

"I'm no'," Remy said, his voice rough now. "God, I'm no'. Wish I was. Wish I could."

Rogue tilted her head back, and Remy dipped. A few of the girls in the lounge smothered eager gasps. Rogue's eyes fluttered as Remy slipped his gloved hand into her own, moving until his mouth was inches from hers.

"Chere..." Remy practically whispered.

"Rem..." Rogue answered in a low breath.

"Mmmfh!" said one of the younger mutants, muffling a giggle with her hands.

Remy closed his eyes and smothered a groan as Rogue cast a terrifying glance at the offending giggler. "I think we should go annoy Logan," she proposed.

There was a chorus of badly disguised grumbling, and money exchanged hands.

"Don' y'all have homework, you'?" Remy admonished as Rogue kept her hand in his and moved them to the door. "Ashamed, all you should be ashamed."

"I agree," Kitty said, holding up her hand in solidarity, evincing a nod from Remy. Once the two southern mutants were out of earshot, and she turned to those around her, hands outstretched. "Okay, pay up, I had five minutes of fight, two of make up, that's the closest."

"Darn," Jubilee swore as she passed the money to Kitty along with the others. "Is it me, or are they getting worse? I mean, usually they at least _try_ to have their fights away from big crowds. Now it's like they just stopped bothering."

"Well, it's the only outlet they have for all that, uh, passion," Kitty explained, waggling her eyebrows sleazily.

"It's so sad," simpered a little mutant with died orange hair. "Can you imagine what it would be like to not be able to touch someone? God, I'd just die."

"Yeah," Kitty said softly, looking at the wall. "Yeah, I can imagine."

Grounds, Xavier Institute

"What new horror are you devising for us today?" Bobby asked Logan brightly as he walked over to where his teacher stood, adjusting what appeared to be a small, dark trampoline. Behind him, Sid held what resembled a large bazooka.

Logan grunted.

"That's always a good sign, oui," Remy said as he and Rogue strolled over.

"Sid, can you translate grumpy teacher?" Kitty asked, appearing quickly behind Bobby, making him jump.

"It's part of the new defense system," Sid explained, huffing a bit under the strain of holding the gun. "This will take out an intruder fifty feet away and keep them incapacitated until we can decide what kind of problem they are."

"Shoot first ask questions later, huh?" Bobby said. "Sounds-"

"Shh!" Logan demanded harshly, putting up a hand.

"I was gonna say lovely, sounds lovely," Bobby insisted. "It uh...I mean-"

"There's someone here," Logan growled. All of the X-Men exchanged swift looks, before taking defensive positions, flanking each other with practiced ease.

"I can't see anyone," Kitty stated. "Are you sure-"

Near the entrance to the school, one of the innocuous looking cameras which was in actuality a defense mechanism which shot out a lightly electrified net fizzed, sparked, and exploded with the force of a small bomb. From within the smoke a small figure was just barely discernible.

"We're sure," Bobby said grimly. "Now let's make sure that doesn't happen again."

Bobby thrust out his hands, and the temperature dropped. The equipment on the lawn started freezing solid as wave after wave of ice encased them in a below zero wave of cold.

"I still can't see them," Kitty repeated. "We-"

"Incomin'!" Rogue yelled, as one of the many hidden guns on the grounds broke free of the ice and shot a projectile towards the group. Remy snapped out a charge card, defeating the threat with an explosion that made the X-Men grab their ears.

"There!" Kitty shrieked, coughing through her right hand and pointing with her left. "I see them!"

"So do I," Sid said grimly, hoisting the new gun over his shoulder and lining up the sights. "Let's see what kinda damage this can do at twenty feet."

"Take 'em down, Sid," Bobby said grimly.

Sid grinned and pressed the side of the large weapon, causing it to vibrate and click. He wrapped his hands around the squeeze trigger, slowly tracking the fleeing figure through the sights. "I got this." He started to tighten his grip.

_No!_

The silent shout rang out so loudly to all of the mutants, that Remy, Kitty and Logan covered their ears. Sid jerked his hand off the trigger, as Bobby frowned.

"Professor?"

**COMMERCIAL BREAK**

* * *

><p><span>Professor's Study, Xavier Institute<span>

"It's tryin' to kill us, Chuck."

"It is a she, Logan. A mutant, like ourselves, who needs our help."

Logan narrowed his eyes under his bushy brows. Bobby, Kitty, Rogue, Remy, Sid and a very confused Jubilee had crowded into the Professor's study. Scott stood quietly in the corner, his face shadowed by his dark shades.

"Oh, of course," Bobby said, nodding sagely. "I always forget that the best way to ask for him is by trying to turn your potential helpers into itty bitty mutant kitty chow."

"It didn't seem like it wanted help, Professor," Rogue ventured, as Kitty slapped the back of Bobby's head.

"It is a she, Rogue," the Professor explained calmly. "A mutant named Wanda; a young mutant, like yourselves, with no other place she feels she can turn."

"You got inside her head and saw that?" Sid tried to clarify.

"No," Xavier stated. "I received a call alerting me to the possibility of her arrival."

"If she called you, then why did she try to kill us, her?" Remy questioned.

"She did not call me, Remy," the Professor said. "I was contacted by a colleague who said she may be making her way here from Bellevue."

"Bellevue, but that's...that's the psych hospital," Jubilee realized. "You're saying we have a mutant mental patient on our hands?"

"Wanda is a very sick young woman, yes Jubilee," the Professor conceded. "For the past twelve years she has been under the care of Dr. Aloysius Samuels in the Mutant Division of Bellevue Hospital."

"Mutant Division, what Mutant Division?" Kitty demanded. "I don't remember hearing about any special part of Bellevue for crazy mutants!"

"Nor would you," Xavier answered, threading his fingers. "For the safety of both human and mutant patients, Bellevue has been working with S.H.I.E.L.D. authorities to create a safe and separate section of the hospital for mutants with mental health issues below ground."

"Oh, that's great. That's just awesome," Kitty said, laughing almost hysterically. "So, basically, there is an underground lab where the government gets to stick vulnerable mutants. And do what to them?"

"Help them to heal, Kitty," Xavier said gently.

"Bullshit!" Kitty snapped, causing everyone to turn to stare at her in shock. Even Scott raised an eyebrow. "Mental hospitals are already sinkholes, full of abuses and doctors who can't do anything so they make sure everyone is doped up on meds that don't work and watch them squirm! Don't tell me they aren't experimenting on those mutants, trying to figure out ways to keep them weak. Don't tell me it's to make them better."

"Kitty," the Professor began carefully.

"No!" Kitty's voice trembled. "No, don't you even start - you stay out of my head! Okay? Stay out of my head, and tell those freaks, your friends in S.H.I.E.L.D. to stay out of everyone else's!"

Pale and shaking with anger, the little mutant stormed out of the room, slamming the door behind her.

"Professor, I can go-" Scott began, stepping forward.

"Thank you, Scott, but I believe the presence of an authority figure would only make her more upset at the moment," Xavier said, his keen eyes turning to Bobby, who appeared to be forcibly restraining himself from running after his friend. "I believe Kitty may feel more comfortable speaking with someone her own age."

Bobby looked to the Professor, and a moment's communication passed between them, silent to everyone else. The young ice-bending mutant nodded and swiftly left the room as well.

"For the rest of you," Xavier said, wheeling forward in his electronic chair. "Wanda is, as you have seen, both powerful and unstable. It is important to remember the very first rule that should be abided by when dealing with any mental illness - above all, protect. To protect ourselves from Wanda, and Wanda from herself, we must first find her, before she can do any real harm."

"We're gonna need teams," Scott said, stepping forward. "Some outside the school, some inside. The goal is to find our new friend and bring her in, unharmed."

Lower Levels, Xavier Institute

"You know what they say about boys and toys, Sid," Jubilee reminded as the two young mutants stalked through the echoing halls of the lower levels of the Xavier Institute. Sid looked up from the small, plastic gun he was holding.

"Um...that toys are fun, and boys like them?" he offered blankly. Jubilee rolled her eyes.

"Are you even sure that thing is gonna work?" she questioned. Sid hugged the gun protectively to his chest, almost like a baby.

"Of course it'll work! I tested it like a hundred times! Mostly on myself, with Dr. McCoy, and once on Logan."

"It knocked out Logan?!"

"Yeah, for a few seconds," Sid said proudly, and then swallowed audibly. "I uh...I wouldn't mention it to him though."

"Of course not, do I look like an idiot?" Jubilee chastised, hands on her hips. "So you're sure that'll bring down our little friend?"

"Absolutely," Sid crowed with certainty, holding it out. "I tested it like...huh."

"Huh?" Jubilee stopped up short. "What is huh? Huh is bad. No huh! Bad huh!"

"No, it's just...it's powered down," Sid supplied. "I had it all ready, but-" Sid ran his finger up the side of the weapon. A pale blue light followed his finger - and then died out with a whine.

"I swear I tested it so many times!" Sid cried. "I really did! How is it not working now?"

"Guess this is just not one of your lucky days?" Jubilee ventured. Sid glared at the hair-dyed mutant.

To their left, a shadow passed, unseen, into a side hall.

"Oh, there it is!" Sid said, as the gun blinked back into electronic life. "Weird."

Second Floor Hallway, Xavier Institute

"Don' know how I feel 'bout lookin' 'round for some folle girl tryin' to blow us back to the Old World, me," Remy grumbled as he walked alongside Rogue down the carpeted hallway on the Second Floor.

"She's sick, Rem," Rogue argued. "Just like we've all been before."

Remy swallowed hard, fingering his bo staff. "Kofe elle parti Bellevue, hen? Why'd she leave, her?"

"Maybe Kitty is right, maybe they were abusing her," Rogue ventured, looking around a corner. "Tryin' to fix her, and ended up ruinin' her instead."

"Kitty too sensitive sometimes," Remy muttered. "Always reactin' to every little thing. Si c'est pas les maringouins, c'est les chaboulures. Petite needs to calm down, relax. Not take things so serious. She needs some kind of medication herself, maybe."

"Excuse you?" Rogue stopped up short. "Since when do you talk about Kit like that?"

"Since when do you agree with her?" Remy countered, looking past Rogue to the next hall over. "Thought you wanted this one to side with you against her 'bout help from science, you? Now it's different?"

"The only thing that's different is you, and you won't tell me why, and it's really startin' to piss me off," Rogue snarled, grabbing Remy's trench coat and pulling him so that he had to face her. "And I don't much like bein' pissed off, Mr. Cagey Cajun."

"This Cagey Cajun ain' really enjoyin' havin' a bitchy River Rat ridin' him all the time neither, him!"

"Well, if you feel that way-"

"I do, me!"

"Well you you can take your damn Louisiana prideful coonass and just-"

While the two southern mutants argued in ever rising tones, a smiling dark haired woman passed swiftly by their line of sight and up the stairs.

Third Floor, Xavier Institute

"Kitty! Kitty, c'mon, just talk to me."

"Go away, Bobby."

Bobby smothered a groan as he jogged after the quick-walking little mutant down the third floor hallway. "C'mon, Kit, you know you won't feel better until you have someone to yell at, so why not me?"

"God!" Kitty whirled around, and Bobby stopped up short in the wake of her fury. "You don't get it! This isn't - this isn't me having an opinion on something and needing to vent it's-"

"It's...?" Bobby prompted when Kitty bit her lip to stop herself.

"It's nothing, just nothing," Kitty said through gritted teeth. "Just let it go. I'm sure I'll get over it, just like always, right? So let Kitty do her Kitty venting thing, and just drop it. I'll be fine."

"If it's making you this crazy-"

"I'm not crazy!"

A heavy clanging followed Kitty's echoing scream, and both mutants jerked their heads up to search for the source of the noise.

"The pipes," Bobby realized, eyeing the white tubes which now appeared to shake. "Are they gonna burst?"

"No," Kitty responded. "Pipes rarely ever-"

The clanging increased.

"Kitty what's going on?" Bobby asked in a shaky voice. Kitty blinked.

"What...you don't think I did this? This isn't me!" the petite mutant protested shrilly. The clanging rose. "Bobby, they're gonna-"

"I got it," Bobby said, narrowing his eyes and reaching out both hands towards the pipes on either side. Ice enveloped them, its cooling coating easing up the pressure of the hot water. The clanging stopped.

"See?" Bobby said with a sigh. "I mean, what are the o-"

The pipes shook furiously, rattling against the walls, and then with a resounding crash, two of them broke apart, plummeting towards Bobby.

"Look out!" Kitty leapt towards her friend, grabbing his shirt and phasing them together so that the pipes passed through them and proceeded to roll on down the halls. Hot water spilled over them, falling through them and flooding the floors. Bobby threw his arms up, freezing the deluge to keep them from being scalded. Blinking through the steam, his eyes widened as they met with a pair of black ones.

"Kitty, look, it's-"

The words froze on Bobby's mouth as he watched Kitty waver, glimmer, and then disappear entirely.

**COMMERCIAL BREAK**

* * *

><p><span>Third Floor, Xavier Institute<span>

Bobby stared at the blank air in front of him. "Kitty?"

He heard a familiar gasp, and then weight again pressed down on his chest as Kitty reappeared.

"Whoa," Bobby whispered. "That's new."

Kitty shoved off of him, stumbling back over the ice and grabbing at the wall, running her hands up and down it. "Stay away."

"Kitty, just breathe," Bobby advised, standing up and moving towards her. "It's okay."

"No, st-stay back! Stay back!" Kitty insisted, tears drizzling down her cheeks and freezing into painful droplets on her face. "If it happens again I might take you with me!"

"With you where?" Bobby asked.

Kitty's mouth twitched. "Nowhere."

Professor's Study, Xavier Institute

"Charles, I have to send a team down."

"I cannot stress enough how dangerous that would be-"

"Dangerous?" Nick Fury's voice rang out through practically the whole study. "Charles, this _girl_ is dangerous."

"And treating her like that is what will cause her to become more so," Xavier insisted over the phone. "This requires a gentle touch-"

"Then I'll send down my gentlest agent, but we have to take her in!"

"Director Fury, please understand," Xavier pleaded with Director Fury over the phone. "Wanda is currently in a vulnerable state and-"

There was a click and a short buzzing sound as the phone died in Xavier's hands. The Professor sighed. He closed his eyes.

"Sorry. I guess the phone found itself in a vulnerable state."

"Wanda." Xavier opened his eyes and smiled wanly at the mutant before him. Wanda's white clothes were torn and ragged, her hair damp and matted, but her eyes were flinty and steady. "You could have knocked."

"Oh, could I?" Wanda giggled, and her eyes briefly unfocused, before snapping back to attention. "Right. I could have just had the nice doctor man find me a phone and told my Uncle Xavier all about it. I'm sure you would have taken the calls, just like you showed up every month, right?"

"The doctors said my presence was...impeding your progress," Xavier said with difficulty.

"Oh yes!" Wanda smiled broadly, upsettingly, and began stalking around the desk. "Because we should always trust our doctors. They know best. A bunch of humanoid imbeciles barely one step removed from apes, but _they're_ the ones we should listen to! Take the pill, drink the water, let them stick you with pins and needles and see what's inside, yes yes yes."

"That is to help you, to help you get better, to heal," Xavier began.

"Heal?" Wanda's voice dropped and she leaned forward, folding her arms. Her right hand scratched uncontrollably her left arm. "You think I was there to be healed? No. I wasn't there to be healed. No one was. Once they label you crazy there's no hope for that. It's not like cancer, where they have a cure or a tragedy. Your_ life_ is the tragedy. You 'manage' it. You live with it. You die with it. You went wrong and they can't put you right, so they stuff you where noone can see and poke and prod, and primp...primp, primp, they're your pimps, there to whore you out in secret so you don't offend societies mores, pores, endless bores..."

The bookshelf behind the Professor's desk shook. "Wanda-"

"And it's bad enough if you're just crazy," Wanda continued, eyes skittering around the room. "At least then you have the hope of living crazy in the sun. But a mutant? Well, a crazy mutant we have to stick under ground, in the dark. A crazy mutant can't even be with her own people. A 'step back from evolution'. Isn't that what dear old Dad said?"

"Wanda, you know I never agreed with him-"

"Liar!" Wanda screamed, and the contents of Xavier's bookshelves toppled to the ground. "You always took his side! You let him bury me so you two could live out your crusade together! No. Not any more. I'm not some pathetic little fifteen year old he can throw away to have more time to play mutant savior." Wanda slammed her hands down on the table, and the Professor's wheelchair moved forward to slam him painfully into the desk. Wanda leaned forward and let her voice drop as she captured Xavier's gaze. "You and me, Uncle? We're gonna remind the great Magneto that he can't run from everything that Eric Lehnsherr left behind."

Third Floor, Xavier Institute

"How long?"

"Since before the Shi'ar," Kitty answered Bobby dully. "I woke up one night and I...I couldn't feel anything and I thought I was starting to phase and then I just...wasn't there. I was somewhere. At first it was dark, and I thought that was the worst. It was like being dead. And it happened so fast, that I convinced myself I must have been dreaming, but then it started happening more and more, longer, and.. I started to sense things, and then I started to see...monsters. Things I can't even...and I didn't know if I was awake and dreaming, or crazy, or- or..."

"Kitty." Bobby stepped forward, and this time Kitty didn't scream when he came close.

"I can't make it stop," the little mutant whimpered. "Oh God. I don't know what it is. Or where it is, or if it is a where, but-"

Bobby put his arms on Kitty's and she met his eyes. "You're not crazy," Bobby stated firmly. "Okay? I saw you disappear. You're not seeing things. Wherever you go when you go to this place, it _is_ a place. We'll find out what it is. And we'll help you to control it."

"What if I can't?" Kitty gasped. "What if I-"

"What in hell happened here, y'all?" Rogue demanded as she entered the hallway.

"Oui, ce-" Remy's question went unfinished as the normally graceful Cajun mutant slipped on the ice onto his behind. "Merde, IcePrick, couldn't you wait to go to a rink, you?"

"It wasn't me, it was that Wanda chick, she crashed the pipes somehow," Bobby explained, as Kitty turned to wipe her face. "I don't know how, but..."

"Well we'd better figure out how fast," Rogue said grimly. "I heard the Professor in my mind. He found Wanda."

Professor's Study, Xavier Institute

"I'm sorry."

"Don't you dare lie to me."

"I can't contact him, I promise you, Wanda, I would if I could. His helmet-"

"You fought your way into my brain when I was fourteen, and every other telepath who tried ended up raving," Wanda said, seething. "Don't you dare tell me a hat is keeping you from telling your bestest friend where I am."

"It's been a long time since those days," the Professor insisted quietly. "A lot has happened between me and your father."

"Oh, you mean while I rotted away in a dungeon, you and the rest of the world got _time_?" Wanda spat. "Time to grow, and change, and live? Well how very _nice_ of you to remind me of that."

Wanda jerked her arm, and the Professor's wheelchair moved forward towards the door. "The two of you stole nineteen years of my life," Wanda said, her face a grimace of unbalanced hate. She stepped forward, and the Professor's chair followed. "Nineteen years of me in a white room so you could raise your other, mechanical baby. Well we'll just go visit her and have ourselves a nice family reunion."

Professor's Study, Xavier Institute

"We're too late."

"Too late-" Sid heaved as he and Jubilee stopped up short at the door to Xavier's study next to Rogue, Remy, Bobby, and Kitty. "Oh, damn."

The six mutants grimly took in the trashed room, which was-

"Thoroughly Professorless," Jubilee stated. "God, I just heard him! Like, you know, heard him, heard him, in my ear, he said he was here."

"Well, he's not now, him," Remy stated darkly.

"And why isn't he contacting us?" Sid asked. "Unless he's...you know-"

"He's not," Bobby declared. "He's not. Look, if she wanted to... you know, she could have done it here. But he's not here. So where would she have taken him?"

"The school is huge!" Jubilee began.

"Yeah, but whenever someone kidnaps the Professor, they always take him one place," Rogue put in. "Cerebro."

"Then that's where we are," Bobby said. "C'mon."

The six X-Men took off at a run down the hallways, sprinting like a herd desperate to outrun a predator. When they turned the corner to the hallway that led to Cerebro, Jubilee cried out.

"There! There, he's right up ahead!"

Up ahead, Wanda whirled and hissed as she dragged the Professor into Cerebro, the doors having already opened.

"C'mon, they're closing, run, run!" Bobby urged. He held out his hand, sending a stream of ice towards the wild-haired mutant. Wanda gave a shriek, and the ice melted as if hit by a heat wave.

"I've got her!" Jubilee cried, blowing into her palms and tossing what looked like little balls of contained fire towards their opponent. Wanda threw up her right arm, and the balls exploded back towards the X-Men, slamming them into the floor. Coughing and choking, Bobby waved his hands to disperse the smoke. "No!" he groaned, as the doors to Cerebro closed.

"We can still get inside. Sid," Rogue asked, as the mechanically skilled mutant got to his feet and limped to Cerebro's doors, "can you...do somethin' smart and open these up?"

"Uh..." Sid peered in at the eye-scanner which operated Cerebro as Bobby, Kitty, Jubilee, and Remy filled in behind him. "No, it's not...it's especially wired only for a retinal scan, and only one of the Professor's eye."

"Remy, can you blow it? Juju?" Rogue requested both mutants.

"That's adamantium-treated steel, bebe," Remy said with a shake of his long-hair. "Wouldn't budge. Can you force it open?"

Rogue gripped one of the doors and pulled, straining. "No. Damn," she swore suddenly, "I, I think I even heard Scott say they upped the strength since last time, y'all."

"But - Kitty can get us through," Jubilee said. "We'd be going in blind, but-"

Kitty was shaking her head, backing away. "No, no, I-"

Inside Cerebro, Xavier Institute

"I am sorry, Wanda."

"Don't be sorry until he gets here, Uncle Charles," Wanda admonished, pushing Xavier's wheelchair into Cerebro's control panel. "Here." She lifted up the headpiece and thrust it at the crippled telepath. "Now you put this on, and you tell him to come. Tell, fell, well, hell's bells - ah!"

Wanda dropped the headpiece into Xavier's lap and grabbed her head. "No, no, stop, stop."

"Wanda, I may not be able to contact Eric, but I can help you now," Xavier offered. "If you'll let me-"

"No!" Wanda jerked wildly, and Cerebro shook. "No, you stay out of my head. You didn't help before, you just hurt and called me crazy. You helped them send me away, helped him send me away. Well you're gonna bring him back. Do it. Do it!"

Outside Cerebro, Xavier Institute

"I can't, okay? I just can't!" Kitty exclaimed.

"What do you mean you can't?" Rogue insisted. "They didn't make the thing phase proof! You just take our hands and we get inside."

Rogue reached out her hand and Kitty jerked back in terror. Rogue's cheeks paled with hurt, and Kitty blanched. "No, Rogue, I didn't mean...it's not-"

Remy scowled at Kitty, pulling Rogue into his front. "You' ain' willin' to do what it takes to save the Professor, Petite? Thought more 'o you."

"Of course I want to save him!" Kitty said, choking back tears. "But..." She turned to glance at Bobby.

"What if you just take one of us?" Bobby offered. "Just me?"

"Why just you? She'll need all of us to save him," Sid argued. "If Wanda could drag the Professor here-"

"We're wasting time!" Jubilee stamped her foot. "We don't know what the hell that bitch is doing to him in there!"

"But if he's conscious and hurt, why isn't he crying out for help?" Bobby wondered aloud. "Why didn't he resist?"

"Resist? You saw what that crazy bitch did to his study!" Rogue snapped. "She could be torturin' him!"

"But why take him to Cerebro?" Kitty asked, looking to Bobby. "She'd need him awake, and Cerebro's for finding mutants. So who is she looking for?"

"Nice question, Kit-kat. So why don' we go inside and find out?" Remy enunciated.

Kitty swallowed, eyes darting between Remy and Bobby. "I-"

Inside Cerebro, Xavier Institue

"I don't believe you! You're lying!"

"Look around, Wanda," the Professor begged, as the millions of shades of mutants darted by. "I cannot find your father. Many things have happened since you were last here. We're not as close as you remember."

"Many things have happened that I don't remember!" Wanda shrieked. "_Years_ happened while I was drowned in haloperidol, and risperidone, and every new concoction they could come up with for crazy! Drooling, and shaking, and shivering, and ranting, and living in my own filth - every new year they had a new drug, but never anything that helped! The only times I felt sane was when they ran out and didn't have anything to pump into me."

"Yes," Xavier said quietly. "Perhaps..."

"But when I asked them for my uncle, when I told them my father wouldn't want this, they said I shouldn't make things up, that I'd never get any better if I didn't let go of my delusions," Wanda continued to rant. "'Commit to reality, Wanda.' 'We can only make you better if you help us, Wanda.' And one question, one little question and there's a needle in your arm. Liars, all liars, just like you!"

Wanda rounded on Xavier again, hissing. "You lied to me. You said I'd get better, and you lied. You said you'd be there and you lied. Lied and abandoned me and screwed me over... well you're gonna make up for it, Uncle Charles. You find my bastard of a father and you bring him here. You do it. Now!"

Outside Cerebro, Xavier Institute

"Now, we gotta do it now!" Jubilee exhorted.

"I can't!" Kitty said, clutching her arms to her body as if they might be torn away. "I just...I just can't!"

"Mon Dieu, Kitty, why no'?" Remy exploded, his normally smooth New Orleans drawl now harsh and rough. "Just phrase through de damn door, and be done wi' it, you! That's the Professor in there!"

"You don't understand, I can't! Please," Kitty pleaded.

"Kitty, c'mon, just one quick phase," Bobby urged gently. "Just you. It...it won't happen if you do it quickly, I'm sure."

"What won't happen?" Sid demanded. "What isn't she telling us? Can't she phase anymore?"

"Please...please..." Kitty whimpered.

"Why can't you do this? What, are you afraid of Wanda?" Rogue asked cuttingly.

"No!" Kitty exclaimed.

"Then why?"

Inside Cerebro, Xavier Institute

"Because he's blocking me, Wanda. Because he has a helmet that keeps me out. Because we aren't the friend we once were, and-"

"No, no, no, no!" Wanda screamed. "People don't - people don't change. Not like that. You don't - you don't give away a daughter so you can be with someone else, and then decide you don't care about even that person anymore! You're helping him hide!"

"Wanda," Xavier said gently. "Eric didn't push you aside for me, I would never have allowed that. We just did what we thought was best-"

"No, you're lying," Wanda growled. "You were lying then, and you're lying now!" Wanda let out a scream of rage, and grabbed one of the heavy wires attached to the Cerebro headpiece and pulled. With a vicious snap and a jolt of electrical charge that Wanda ignored, she tore it off. The Professor gave a heavy scream of pain.

Outside Cerebro, Xavier Institute

The incoherent mental shot of anguish slammed the heads of each of the young X-Men at Cerebro's door, and they all cried out at the pain.

"Oh my God, what is she doin' to him?" Rogue moaned.

As quickly as it had come, the pain ended, leaving a devastating emptiness in its wake.

"Wait, what happened? Is he better now?" Jubilee asked with quavering voice.

"Or he's blacked out," Bobby offered. "Or..."

Bobby's blue eyes met Kitty's, and she closed her own. Biting her lip, she felt sickening fear rise in her, and then a more awful dread. Taking a deep breath, she steeled herself, and ran at the wall.

Kitty opened her eyes and bit back a scream. Around her was nothingness, split by moments of vivid images that defied her very mind's ability to process them. She looked down and saw her hands fade in and out of existence. Something amorphous moved by her, rubbing against her leg.

"No. No, no, no!"

Solid metal hit her hands and knees, causing her to cry out. Kitty opened her eyes at the shock, and found herself on the ramp inside Cerebro.

"What are you?"

Kitty raised her head and had to bite her lip to keep herself from screaming as she saw the Professor's limp form. "What did you do?" she whispered.

"You answer me first!" Wanda demanded, and Cerebro shook. Kitty swallowed and pushed herself to her feet.

"Wanda," Kitty began, and Wanda hissed.

"How do you know my name? Are you a telepath?" Wanda questioned. Cerebro shook again.

"No, no," Kitty said putting up her hands. "No, the Professor - Professor Xavier told us."

"Oh." Wanda swallowed, and narrowed her eyes at Kitty. "And what else did Uncle Charles tell you about me, hmm?"

"He said you escaped from Bellevue...from an underground part of Bellevue for mutants," Kitty offered, eyes glancing over at Xavier's prone form.

"Oh he did, did he?" Wanda said softly. "He tell you I was crazy, then?"

Kitty blinked. "Are you?"

Wanda chuckled humorlessly. "Honey, you give anyone nineteen years in a mental ward and they'll end up crazy. Who knows. Maybe I was when I went in. Maybe I wasn't but I am now."

"Is he...?" Kitty glanced over again at Xavier.

"Dead?" Wanda peered down at the Professor. "Nah, still breathing. I wasn't gonna hurt him, but he kept lying to me about my father having a metal hat that stops his telepathy, so-"

"Magneto? Wait, your dad's Magneto?" Kitty practically squeaked.

"Magneto? Yeah, that _was_ what he used to call himself," Wanda said, rolling her eyes. "And he had the nerve to laugh at Mom when she said she was a witch. Science went_ insane_ and made us, but somehow him and ol' Uncle C. here still got to look down on her ways, her people's ways." Wanda's jaw tightened. "And on me."

"When you say 'uncle'..." Kitty raised a brow. Wanda grinned bleakly.

"That's what I called him. He used to come and visit me. In the beginning. I guess he decided I wasn't worth his time. Or maybe I was worth too much to the people he sold me to. A little mutant lab rat."

Kitty's head jerked up. "They...they tested on you?"

"Oh yeah," Wanda confirmed. "Why not? They said my system couldn't metabolize any normal psychatric drugs. Why not test them on me first, make sure they're nice and safe for the humans. Or nice and not safe for the humans they don't like."

"Why didn't you - I mean, couldn't you..."

Wanda leaned forward, eyebrows raised. "What, get out? Just say, 'Hey, thanks guys, I'm sane now! Ta!' Come on. That's now how it works. When they decide you're crazy, anything you do is crazy. And if you're a crazy mutant, well, they can't risk anybody else's life by being wrong if you're not, now can they?"

The two mutants faced each other in silence for a long minute.

"If you let Xavier go-"

"You'll what?" Wanda cut off.

"I'll help you."

"Help me?" Wanda scoffed.

"S.H.I.E.L.D. knows you're here," Kitty supplied, stepping towards the volatile mutant. "They'll be sending a team out after you."

"Good, I could use the practice," Wanda snapped. Cerebro shook again.

"They'll take you out if you go up against them alone, believe me," Kitty said, making her way down the ramp. "But if you let him go-"

"You'll tell them to give me time off for good behavior?" Wanda smirked.

"No." Kitty moved until she was able to face the older woman. "I'll help you escape."

Wanda snorted. "Right. You'll just betray your own people, and-"

"S.H.I.E.L.D. isn't our people," Kitty interrupted. "The people who experimented on you aren't our people. Our people are mutants. And, honestly, our people have already kinda got a whole law bendy thing going, so we might as well keep up the streak, ya know?"

Wanda stepped in so that she was inches from the smaller, younger girls' face. "Aren't you afraid of what I might do? That I might be dangerous?"

"Oh, I'm sure you will be," Kitty stated. "Especially to your dear old dad. Another thing about our people - we're really not friends with his kind of people. They're a major drag. So, any kind of havok you wanna wreak on him? Is totes fine with us."

"But what about your Professor?" Wanda asked, folding her arms. "Won't he be pissed you let me go?"

Kitty glanced down at the still unconscious Englishman. "Why would he know?"

**COMMERCIAL BREAK**

* * *

><p><span>Front Grounds, Xavier Institute<span>

The giant black government issue plane touched down on the lawn shakily. Out of it issued a team of five who strode boldly over to the assembled X-Men.

"Anybody ever tell you people don't like government big enough to land on their lawn, bub?" Logan growled as the three men and two women sauntered over.

The apparent leader of the group, a middle aged man with a mild looking smile glanced over his shoulder. "Usually people don't have such big lawns."

"And you are?" Scott demanded, arms folded.

"Agent Phil Coulson," Agent Coulson said, holding out his hand. Scott glanced down at it, and Coulson withdrew it. "Professor Xavier," he addressed the man in the wheelchair. "I believe we spoke on the phone."

"Yes. How was Tahiti?" Xavier asked courteously.

"Sunny," Coulson replied. "Well, we're authorized to search your premises for the target, but it might go a whole lot faster with your help."

"Indeed, I'm sure it would, Agent Coulson," Xavier said with a genial smile. "However, my team has already conducted a thorough investigation and we have been unable to find anyone but students and staff."

"Really?" Coulson retained his calm demeanor as he glanced down the line at Rogue, Remy, Bobby, Jubilee, Sid, and Kitty. "Director Fury seemed very certain that we might find her here."

"Well you're welcome to look," Xavier said with an archly raised brow.

"Right." Coulson smiled. "Agent Ward?" One of the men stepped forward. "Sir?"

"Tell Director Fury that we were unable to locate the target, but are ready to continue the search," Coulson instructed. Agent Ward looked puzzled for a moment, until slow comprehension spread over his angular features. "Yes sir."

Coulson shook Xavier's hand, and nodded to the impassive Scott, and frowning Logan. "Have a good day." He turned to go, and then paused. "Oh - love the suits."

As he strode away, even Scott was unable to smother a smile.

_"Odds Are" by Barenaked Ladies Plays Over The Ending Scenes_

Professor's Study, Xavier Institute

The Professor stared at Kitty with compassionate eyes, and yet her throat stuck. She rubbed her hands against her jeans and took a deep breath. She turned to her side to find Bobby. The ice-bending mutant smiled at her encouragingly.

"Professor I...I've been..." Kitty bit her lip.

"Take your time," Xavier eased.

"Can't you just..." Kitty waved her fingers around her head.

The Professor gave a rueful smile."I have discovered many things throughout my lifetime. One of the most important, is that when a secret is causing someone great pain speaking it aloud is often the most crucial part of healing." Xavier threaded his fingers and tilted his head.

Kitty closed her eyes and remembered the courage that had enabled her to phase through Cerebro's doors. "It happened almost a year back. I woke up in bed and..."

East Wing Balcony, Xavier Institute

Rogue waited within the school, watching Remy sit on the balcony's edge through the glass doors. She knew he knew she was there, but he was waiting for her to come out.

_Just like a gentleman_, Rogue thought wryly. Taking a small, quick breath, she sauntered out to join him. Remy didn't glance her way as Rogue came to rest her elbows on the edge beside his feet and stared out across the grounds as he did.

"So it looks like the Professor is gonna be just fine," Rogue said lightly.

"That's good," Remy answered, nodding and fingering the gold cross just beneath his shirt. "Glad Kit could pull it together in time, c'est bon."

"Yeah. I guess she's been havin' major trouble with her powers, and got real scared that if she took one of us in with her she'd get hurt," Rogue informed. "I guess if we'd 'a known that...we woulda been less hard on her, ya know?"

Remy nodded. "Oui."

"Rem..." Rogue sighed, pursed her lips, and then turned to face her boyfriend. "Baby, I don't want to fight. I'm not tryna pry my way into your head. And I don't need to know every little thing you think, okay sugar? But these dreams I been havin'... they scare me. The way you been avoidin' me scares me. It reminds me of before, and I don't want to go through all that mess again. I'm not tryin' to push you away. I'm just afraid of losin' you."

Rogue waited in silence for a few minutes, counting her breaths. When Remy turned and offered her his hand, she fought to keep the relief from showing as color on her pale cheeks as she let him help her up to sit facing him.

"I ain' tryin' to scare you, chere," Remy promised. "An' I don' want to push you away neither, me. I just...you know my past. Sometimes this one just don' want to relive it. I'm makin' myself a different man, a new man. One I can be proud of." Remy swallowed, a rare instance of vulnerability that made Rogue long to take him fully into her arms. "One you can be proud of."

"I'm always proud of you, Rem," Rogue stated. "Nuthin' could change that. But I just need to know...if there's somethin' you're not tellin' me...somethin' about these dreams that's real, that could come back to hurt us, jus' like it was with your family...I gotta know. I gotta be prepared this time, I can't just come at it blind in the dark."

Rogue watched the vein in Remy's neck pulse. He took her gloved hand in his and pressed it to his lips. Rogue couldn't hide the blush this time.

"I swear to you, Rogue," Remy swore. "Ain' nuthin' bad about me that you ain' already know. Nuthin' to come at us from the dark. You' dreams is jus' dreams, chere. That's all."

Madrona Park, Portland, Oregon

"Dreams are not just dreams. The darkness is not simply lack of light. And what you sense that you cannot explain is still a reality."

"Excuse me?"

The weathered old woman at the center of the circle of young women and men turned and smiled at the newest arrival. "Wanda Maximoff?"

Wanda started, clutching her backpack closer to her chest. "How do you know my name?"

"I've been waiting for you," the old woman said with a small smile. "I'm Agatha Harkness. Please, come into the circle."

ENDING CREDITS

**Promo For Next Episode:** _When Scott receives an invitation from his brother to visit him on an island paradise founded for mutants, the other X-Men join him, eager for a break. But when our mutant heroes stumble upon secrets they were never meant to find, will their vacation turn out to break off more than they bargained for?_


	25. Chapter 25

_Mutant High Returns!_

_Having completed their movie obligations during Winter Break, the stars of "Mutant High: Revolutionary" return to The CW for the four final episodes of the season._

**Season Two, Episode Nine: Paradise**

Recreation Room, Xavier Institute, Salem, New York

"Batman has it so much easier than us," Bobby bemoaned, shaking his head at the TV screen where the Caped Crusader was busy romancing an undercover Catwoman.

"Batman has no powers," Kitty argued, shifting in her seat on the Rec room couch next to the ice-powered mutant. "He has to do everything on his own, with just gadgets he's built."

"Yes...his gadgets," Sid murmured dreamily.

"Yeah, with his millions of dollars that he has," Bobby countered. "And his secret identity. I mean, the guy gets to go out and fight crime at night, and then come home to a butler, a mansion, and a bevy of beauties all ready, willing, and able."

"Bevy of beauties?" Kitty repeated, raising her brow.

"Oh, shut up," Bobby grumbled, situating himself more deeply into the couch. Kitty chuckled and looked to catch Rogue's eye, from where she was sitting on the opposite side of Bobby. Unfortunately, the Mississippian mutant was preoccupied with watching her gloved hands lace and unlace with those of her red-eyed boyfriend.

"Remy, can you pass the remote?" Bobby questioned. "Remy? Remy!"

"Huh? Oh, oui," Remy replied dazedly, tossing it to Bobby, while Rogue shook herself.

"I understand what Bobby is saying," Jubilee put it, from her spot on the floor near the screen. "I mean, Batman gets to hide his identity, so he could have a more normal life if he wanted to, as Bruce Wayne. He has millions of dollars, he could go out and have fun, he doesn't have to deal with everyone suspecting him or attacking him. Plus, he chose to fight crime. It's not like he has powers he was born with that push him to do it."

"Yeah, and havin' powers ain't always a blessin'," Rogue offered. "At least Batman can quit if he wants to. Spend his days divin' into piles of his money."

"He saw his parents killed though, chere," Remy reminded, his voice dropping with his gaze. "Might feel he can't quit, him."

Rogue again laid her covered hand against the New Orleans native's, and shared a glance covered from the others by their hair.

"Well, then let's find something less controversial and depressing to watch," Jubilee recommended, grabbing the remote and changing the channel to news. "See, that's —"

"Another day, another tragedy associated with the rising tide of anger over the so-called "mutant problem," said the news caster on the screen. "At four-fifty P.M., a gunman opened fire on Sanders Elementary, a school which had recently opened it's doors to mutants. Preliminary reports say that at least six children and two teachers are dead, and over twenty injured. While no one has stepped forward to claim responsibility for the shooting, there are a number of mutant-hate groups which have advocated violence against both mutants and those humans who chose to help them. Our people are on the scene, and we're hearing that—"

"Turn it off," Bobby demanded gruffly. Jubilee fumbled hurriedly to do so. There was silence among the young X-Men.

Kitty shivered, sniffling, and Bobby put an arm around her shoulders. Sid bit the inside of his mouth, hard, while Rogue and Remy tightened their grips on each others' hands.

Jubilee shook her head slowly, eyes on the blank screen. "We have got," she breathed, "to get out of here."

Professor's Study, Xavier Institute

"Things are getting worse, Chuck."

"I understand that, Logan," Professor Xavier demurred. "But we cannot allow ourselves to be drawn into every battle."

"Well, yeah." Scott 'Cyclops' Summers snorted. "We wouldn't be able to. There's about a hundred new ones every damn day."

"Things are gettin' worse," Logan stated, pacing. "More attacks against mutants, more reprisals . . . everything's blowing up all at once."

"Like it's leading to a war," Scott said flatly. "And we all know how happy that would make some people."

Xavier closed his eyes briefly, smiling sadly, before again looking at his agitated X-Men. "Indeed, it would. But I cannot sense Eric's hand in this. Sadly, this seems to be merely an overflow of hatred on both sides, between people who do not believe we can share this world."

"And so they think destroying it so no one can have it is the answer?" Scott snorted. "Face it, Professor, if we can't get ahead of this thing, we might be facing World War III, and—"

The Professor's phone rang, and Xavier held up a hand. "I apologize, Scott."

The optically-empowered mutant nodded his acknowledgement, and Xavier answered the phone. "Yes?"

Logan moved in closer to his sometime friend, oftentimes rival. "Look, I don't know how to deal with the rest of the world trying to self-combust, but I think we should think about what to do if someone decides to target here again."

"We've got security beefed up," Scott replied. "I don't know if we—"

"Scott?"

"Oh, sorry, Professor," Scott said, turning away from Logan sheepishly. "We can go, we were—"

"No," Charles Xavier interrupted. "I think you should stay. This call is for you."

Scott frowned and stepped forward to take the phone from Xavier. "Hello?"

"Scott. God, it's somethin' to hear you again," said the voice on the other line.

Scott frowned more deeply, glancing at Xavier. "I'm sorry, who is this?"

"Oh, c'mon, Scott," said the voice again. "Don't tell me you already forgot your brother?"

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Written By Jane Espenson

Directed By James A. Contner

Created By Joss Whedon

* * *

><p><span>War Room, Xavier Institute<span>

"So, it's a whole island just for mutants?"

"Not _for_ mutants, Bobby," Xavier explained, carefully eyeing the X-Men ranged around the War Room. "But one which prides itself on its enlightened view of them, and its lack of conflict between mutants and humans."

"How come we ain't heard about this magical island before?" Rogue asked skeptically. Remy raised an eyebrow in agreement.

"I've heard some stuff about it," Kitty said, frowning in concentration. "It's been a buzz on the internet. But I thought they didn't let outsiders in? Something about being able to manage their population so they can keep their conflict down?"

"That has generally been their policy," the Professor agreed. "But Genosha wants to open its doors selectively, to show that their way of peaceful human/mutant relations is possible. One of my . . . former students has been on the island for some time now. He has been able to extend us an invitation to the island."

"So we're supposed to go there and, what, see if they're legit?" Bobby questioned.

The Professor smiled. "That would be the purpose of your mission, yes."

"So, this is a, uh...tropical island, right?" Jubilee ventured.

Charles Xavier smiled gently. "Yes, Jubilee. Genosha is situated off the coast of Madagascar, and it is indeed within the subtropics. Now, I understand that some of you may not wish to leave your studies for this mission, but if any of you wish to volunteer . . ."

Five pairs of hands shot into the air. Xavier chuckled. "Very well then. I suggest you all prepare. You will leave on the Blackbird tonight."

Front Hall, Xavier Institute

"Don't forget to pack your suits! I mean, your suits suits, X-Men suits, not just your bathing suits!" Ororo called up to the collection of rambunctious young mutants packing their belongings. "Goddess, they are _too_ excited."

"I believe my explanation of the serious nature of the mission may have been undone by the revelation that this island has beaches," Xavier said, chuckling.

"I fear for the beaches," Ororo groused. Logan snorted. "Are you sure you don't want to come, Logan?"

"What, to supervise a gang of teenagers in a resort town?" Logan's voice was as dry as sandpaper. "No thanks. You and Scott enjoy yourselves."

"Indeed," Xavier acknowledged. "I believe Scott is preparing the Blackbird. I have some things to discuss with him. Excuse me."

"Of course, Professor," Ororo said, smiling as he wheeled away. Logan stepped in closer to the weather witch.

"I hope I don't need to tell you to keep your eyes open, and that if something sounds too good to be true it probably is," Logan reminded in a low voice.

"You don't think it's possible that a place may have found a way to keep peace between mutans and humans?" Ororo questioned.

"It's how they keep that peace that's the issue," Logan said grimly. "People fight — humans, mutants, it's how we're built. Anyone trying to change that is probably using some force of their own to do it."

Ororo opened her mouth to respond when there came a high-pitched cry from up the stairs.

"Where the hell is my damn swim suit? Jubilee, did you steal it?" Kitty shrieked.

"Me? Why do you always assume it's me?" Jubilee's scream echoed back. "Ask Rogue!"

"A. Rogue could never fit in it, she's got bazoombas for days, and B. You were the one who borrowed it!" Kitty hollered back.

Logan and Ororo winced as the screaming match continued. "I think I'm more worried about what force I'm gonna use to keep the peace between our mutants," Ororo muttered.

Logan grinned widely. "Better you than me, 'Ro."

The Blackbird, 3000 Miles Above the Atlantic

"I can't believe I have to bring my yellow suit," Kitty grumbled, frowning at her pack. "The blue one looks best on me."

"I swear, I didn't take it!" Jubilee whined.

"Girls, please," Ororo said from the cockpit, her words a statement, not a request. "Cease and desist."

"Hey, don't worry," Bobby recommended. "Maybe this island will really be a volcanic center of doom, with no beach, so you don't even need the suit!"

Rogue, Kitty, and Jubilee shot Bobby looks that could melt a volcano. Remy moved closer to Bobby, and stage whispered, "Don' t'ink that's helpin', friend."

"Well, I mean, maybe you'll be able to buy another suit there!" Bobby offered.

Kitty's eyes narrowed."Are you saying I look ugly in my yellow suit?"

"No!" Bobby proclaimed, his voice rising a few octaves. "I mean, it's just you don't seem to like it, and I guess yellow isn't usually a flattering color, people say it makes them look heavy—"

Rogue and Jubilee drew in sharp breaths as Kitty's gaze hardened even more. "Are you saying I look fat in that suit, Bobby Drake?"

"No! No!" Bobby felt a shiver go up his spine. "It's just people — you! You said you didn't like the suit because you thought it made you look heavy!"

"Jus' diggin' yo' grave deeper," Remy murmured, snickering.

Kitty's eyes flashed. "So you're agreeing with me? That I look heavy?"

"No! Not at all! I disagree! I think the blue one made you look too skinny!" Bobby insisted.

"Oh, so now I'm too skinny? I'm a stick, is that it? Not enough curves?"

"No!" Bobby shrieked. "I, uh . . . I . . . I—"

* * *

><p>"I almost hope Genosha isn't clean, because I think our kids might just smash it anyways," Ororo said, chuckling. She glanced over at Scott, who sat in the co-pilot's seat, his hands white-knuckled, clenching the dashboard.<p>

"I, uh . . ." Ororo fiddled with the dial controlling their shielding. "I heard the Professor say our contact there is your brother."

Scott's expression was as unreadable as ever beneath his dark shades. "Yeah. He is."

"Did you know him well?"

Scott's mouth tightened. "No. After my — after our parents died we were placed in foster care."

"But he went to the school? He met Xavier, he was a student?" Ororo followed up.

"Yeah." Scott adjusted his gloves. "Before me. A while after I came, he . . . he left."

"I'm sorry," Ororo sympathized. "You know, if you need—"

"I think we might run into some turbulence up ahead, it's getting to be storm season in this part of the world," Scott stated flatly. Ororo pursed her lips.

"Yeah. We probably will."

**COMMERCIAL BREAK**

* * *

><p><span>Lion's Paw Resort, Genosha, 1700 Miles from the Coast of Madagascar, Indian Ocean<span>

"Welcome to Genosha. We hope you will enjoy your stay," said the brightly smiling young woman who had checked them in.

"Thanks," Scott said stiffly. Ororo moved in to return the woman's smile, taking the room keys from her hands. Two bell-boys moved in to take the bags from the X-Men. The younger X-Men shucked off their small packs easily.

"Is this it?" one of the bell-boys questioned.

"Yes," Ororo answered nicely. "We're probably not staying very long."

"Oh, well, we hope you'll like what you see," the young man offered brightly. He grinned, and two flaps appeared on either side of his neck, giving him the appearance of a raptor.

"Oh, you're a mutant," Jubilee remarked baldly. Kitty widened her eyes in rebuke. "What? He is!"

"Yeah, it's okay," the boy laughed, his teeth white against his coffee skin. "I know mutants usually are not so open in other places, but things are different here."

"So we've heard," Scott said drily.

"Well you heard right," the bell-boy continued. "My name's Amir. Hopefully I'll see you all around!"

"Sure thing," Scott said again, in the same flat voice. Ororo elbowed him surreptitiously.

Amir moved away, but leaned over towards Jubilee. "There's a game of mutant volleyball on the back beach in ten minutes. You and your friends should join us. I'm on my break . . . I might see you?"

Jubilee blushed and nodded. "Sure, definitely. I—"

Scott cleared his throat, and Kitty tugged a smirking Jubilee back to face their team leader.

"I don't want any of you to forget why we're here," Scott said grimly. "They're putting their best for forward for us right now — the nice hotel, the pretty beach. We're gonna see a lot of happy people. That doesn't mean everyone's happy, or even that the ones you see are. Remember, Haiti has nice pretty beach towns too. Keep your eyes peeled, and your senses on alert. Think about your training, stick together, and remember, we aren't here to have fun."

Remy raised a hand. "What?" Scott asked.

"Is it okay if fun has us?" Remy asked earnestly.

"As long as it doesn't have you near me," Scott growled, frowning around at all of the gathered X-Men before turning and marching away.

"Remy," Ororo scolded with a pointed look.

"What?" Remy responded. "Jus' was askin', me. To make sure. I didn't think the very idea of fun would piss him off."

"Okay, okay," Ororo said, putting her hands together. "Now, he is right. It's good to hope for the best, but prepare for the worst. If you—"

Ororo looked out over the faces of the anxious teens, their bodies shaking with restrained energy, and mentally threw up her hands. "Okay, one lecture a day is enough. Go ahead, have your fun."

There was an audible release of excitement as the young X-Men rushed past the weather witch and towards the shining African sun.

"You're awesome, Professor Monroe!" Kitty praised as she tried to pull off the shirt covering her swimsuit while running.

"Oui, elle est vrai, tu es le premier femme!" Remy said, winking after her as he and Rogue stumbled away.

"Yeah, yeah," Ororo brushed off. "Be careful!" Almost as an afterthought she added, "Play nice! Don't kill anyone unless they try to kill you first!"

Lion's Paw Resort Beach, Genosha, 1700 Miles from the Coast of Madagascar, Indian Ocean

"Now that's something you don't see everyday," Bobby whispered.

On the wide expanse of white sand nearly a hundred people milled around; dancing to music blasting from speakers, playing volleyball with a wide net, sunbathing, swimming, and otherwise enjoying themselves. And of the many present, more than half were mutants.

"It's like if school were way bigger," Kitty marveled. "And tropical. And awesome."

That many were mutants was clear not only by their free use of powers to blast the volleyball over the net, launch themselves into the air, and propel themselves through the water, but by many stark visual characteristics. Mutants who would have shunned company back in America frolicked openly, unselfconscious of multi-colored bodies and extra appendages. A young boy who seemed to be wearing his veins outside of his skin danced, laughing, with someone who appeared to be human. A girl with a face half-finned like a fish was diving up and down in the waters, giving friends rides on her back.

"It's like we've died and gone to mutant heaven," Bobby whispered. "Like we—"

Bobby's sentence was muffled as Kitty covered his mouth with her hand. "Swallow it. Swallow whatever sensible, smart, fun-jinxing thing you're gonna say, Bobby Drake. You're gonna ruin it."

"M' m'fot!" Bobby tried to protest against her skin.

"Oh yes you are," the little mutant corrected firmly. "No talky. Talky bad. Dance-y fun. Swim-y fun. Volleyball fun. Now, nod."

Bobby frowned, his eyebrows veering down.

"Nod!" Kitty demanded again, eyes flashing fire.

Bobby sighed and nodded. Kitty grinned brightly and removed her hand. "Good! Now follow me."

Bobby shook his head forlornly at Remy, Rogue, and Jubilee as Kitty dragged him into the milling bunch of mutants and humans. "Don't I get any say in any of this?"

"No!" Kitty crowed happily, finding her way into a dance cipher and earning cheers from the surrounding crowd for her slick moves as she twisted in her tiny bikini top and swim skirt.

"We should probably stay together . . ." Bobby began, when Jubilee gasped loudly into his ear, her eyes lighting up.

"Amir!" the youngest member of the X-Men team called out. Jubilee waved ecstatically before blushing at her own exuberance. She turned to Rogue. "I—"

"Go on, Juju," Rogue said with a slightly smirk. "He's just about as excited to see you as you are to see him."

"Well it's hard to hide it in trunks," Bobby mumbled as Jubilee ran off, giggling. I—"

A blue flaming volleyball headed straight for Bobby's head cut him off. He threw up his hands and iced the ball upon impact, putting out the fire and blinking down at the ball; though soggy, it was somehow still intact.

"Hey, nice reflexes," praised a tall, ebony skinned mutant man to the right of Bobby, with a cat's slitted eyes. "Sorry that almost hit you — that's Haja, his aim is so bad." The cat-eyed mutant gestured to a widely grinning teen on the other side of the net whose hair appeared to be smoking. "I'm Mahmoud. Want to join? Mutant volleyball, all powers allowed?"

"Uh . . ." Bobby began.

"Have some fun, Bobby!" Kitty ordered, executing a smooth high kick for her circle of admirers. "We already have one Scott!"

Bobby rolled his eyes, but he visibly relaxed. Blowing into his hands, he spiked the volleyball hard, sending it flying at Haja, whose eyes widened as he caught it and yelped at the new coating of ice.

"What about you, Remy?" Bobby asked, grinning now. "Wanna show these islanders how it's done?"

Remy smiled back, but he glanced sideways at Rogue. The touch-phobic mutant was dressed in long swimming trunks and a long sleeved swim shirt. She hung off to the side, away from the crowd.

"Maybe later, okay?" Remy stepped back with a little wave. "Gonna see 'bout the ocean, oui?"

Bobby shrugged and saluted, and turned to confer with his new team.

"You goin' swimmin'?" Rogue asked with a soft, sad smile as Remy came up to her.

"Not by myself," Remy proclaimed, taking one of her wet-gloved hands and pulling her towards the shoreline.

"Rem', I can't," Rogue protested

"Why no'?" Remy asked merrily, dragging her carefully down the banks through the wet sand. "You wearin' you suit. Ain' for tannin', so you gotta be plannin' to swim."

"I— I can't, there's other people in there . . ." Rogue glanced nervously around at the mutants and humans around the water's edge.

"And we'll stay away from them," Remy promised. "Just you an' me, et la mer. C'mon."

"Remy, no!" Rogue protested, but she was laughing a little now, if only at the coaxing smile the New Orleans native wore.

"Rogue, yes!" Remy asserted, and grabbed her firmly around the waist to drag her into the water. Rogue gasped with shock, fear, happiness and exhilaration as a large wave grabbed them and dragged them out to sea. Sputtering, choking, and laughing, she clung to him instinctively as the salty water coursed over their heads. Realizing after the fact the danger of her position, Rogue pulled back, letting him slip from her grasp.

"Remy, I—" Rogue choked on more ocean water, and looked around for her boyfriend, who had yet to come to the surface. "Remy?"

Rogue's panic level was rising. She didn't remember touching his skin, she would have felt it . . . he wasn't knocked out, but he was somewhere under water and she couldn't go looking for him—

"Remy!"

The water before her pooled and bubbled, and then a shaggy head emerged, red-eyes gleaming wickedly.

"Remy, don't do that!" Rogue scolded. "You scared the hell outta me!" Rogue pursed her lips. "You look like a damn drowned dog!"

Remy smiled peaceably, and then blew a stream of water in her face.

"Argh, Remy! God, you're just so—" Rogue sputtered.

"So what?" Remy prompted. "Lovable? Charming? Handsome?"

"Incorrigible," Rogue pronounced.

"Now that's one I'm gon' hafta look up."

Rogue rolled her eyes, but she was smiling as she treaded water. "You do look like a real Swamp Rat now, don'cha?"

"Wouldn't be pointin' no fingers, River Rat," Remy teased back. "You look like skunk that went and got itself drowned."

"You callin' me ugly, Remy LeBeau?"

"Never in a million years, chere."

* * *

><p>"Things seem fine, Charles," Ororo said into her communicator. The weather witch leaned against the desk where the accommodating elf-eared mutant staff member had handed her a towel. From her vantage point, Ororo could look out over the beach as she stood just out of the sun, keeping a careful eye out to sea where two of her charges floated. She made sure the winds pushed inland to prevent them sailing away. "They rolled out the welcome wagon for us, but it looks like we aren't the first. It's like they're gearing up for a big opening night. I think they're gonna position themselves as the new resort island for mutants."<p>

"Perhaps. They certainly couldn't support whole waves of mutants coming to their shores," Xavier said on the other end. "I am still unsure why they would be planning to let so many mutants in, when it seems they have quite enough on their own."

"Maybe there'll be a quota?" Ororo suggested. "Some states have been doing that, making mutants apply for citizenship, and only taking those with powers they think would be useful for the economy, or the police."

"It is possible," the Professor agreed. "If any of them try to recruit you that would be an answer."

"Nothing like that yet," Ororo supplied. "Professor . . . I'm worried about Scott. This assignment . . . it's hitting pretty close to home."

Ororo could practically feel Xavier smile through the tiny device. "I expect so. The call from his brother was . . . unexpected. They did not part well. I was hoping for a long time that they would be able to mend fences, but Alex did not reach out. If it accomplishes nothing else, I would hope this trip allows Scott to come to terms with some of his past."

"I don't know how much of that he'll do sitting in the Blackbird," Ororo noted drily.

"Perhaps little. That is up to him." Xavier gave a wry chuckle. "I hope he doesn't intend to abandon you with the children for the duration of your mission."

"He'd better not," Ororo muttered darkly. "Five rowdy teenagers on a resort is hard enough, without adding super abilities and a possible government conspiracy."

Xavier's laugh warmed Ororo's ears. "Well, we'll pray for an uneventful, relaxing mission for you all."

"Amen," Ororo said with a smile, as she closed off the device. Shaking her shoulders slightly, Ororo let the tension relax out of her back with a sigh.

"Gonna enjoy the sun?" asked the elf-eared staff member with a smile. Her white blouse and vest seemed heavy apparel for the weather, but the band of silver around her neck appeared cool to Ororo.

Ororo squared her shoulders and nodded. "Yeah, I think I am." Smoothing her white hair, she slid her sun glasses on and strode out into the full sunlight.

Behind the counter, the staff member's smile faded. Swallowing, she wiped down the counter, glancing up to the upper corners of the room. Slowly, carefully, she undid one button of her shirt. Moving her hand up her collar bone, she wiped away droplets of sweat. She glanced again at the upper corners of the room.

The dim boom of dance music and laughter wafted through the open doors.

The staff member inched her fingers up her neck, tapping gently along, her nails just touching the silver collar.

At the contact, the collar tightened, and the staff member gasped as a violent shock seized up her body.

"No . . . please . . ."

Another shock, and then another tore down her delicate neck. Her pointed ears turned a brutal dark blue as she collapsed onto the counter, her eyes darting back and forth between the upper right and left corners of the room.

"Please," she begged. "Please . . . please . . ."

**COMMERCIAL BREAK**

* * *

><p><span>Blackbird, Ami Cove, Genosha<span>

Scott tapped his fingers together restlessly on the dashboard of the plane, sitting up straighter as the communications panel lit up. He pressed the speaker button. "Hello?"

"Don't think you're getting out of watching these kids," Ororo said on the other line. "It's your job tomorrow."

Scott grinned wryly. "Hopefully someone will attack before then. Aliens, or angry encyclopedia salesmen . . ."

"No, no, no," Ororo denied, chuckling. "You're definitely on beach duty, and you—"

Scott frowned as the connection went static. "Ororo? Ororo?" Scott leaned in and tapped the panel. "Storm?"

Suite 492, Lion's Paw Resort, Genosha

"Scott? Scott?" Ororo shook the communicator slightly and pursed her lips. "Damn." Standing on the balcony off the edge of the suite she had been given she sighed, and sniffed the air. This close to the ocean moisture could have some effect on their electronics. She closed her eyes to better sense the fluctuations in the atmosphere, spreading her awareness on the winds.

A squall was building over the sea, soon to reach the mainland. The warmth and humidity enveloped the weather witch like a cloak. She pulled her awareness back in and frowned. Behind her the air was disturbed by a figure. She turned around quickly.

"Jubilee, what are you doing up?"

The tiny mutant shrugged, her nightshirt ruffled by the wind. "I couldn't sleep."

"Well you had a very long day," Ororo said drily. "Did you and what's-his-name hit it off?"

"Who?" Jubilee tilted her head to the side.

"Oh, okay," Ororo said with a small smile. "I'll pretend to be the blind old teacher. Just be careful."

Jubilee blinked and then smiled, the edges around her eyes crinkling. Ororo frowned, and for a moment the air around the girl's streaked hair shimmered. "Are you alright?"

"Of course. I'm fine. Of course," Jubilee said. She gave another smile. Again the air around her shimmered.

Ororo's eyebrows creased. "You don't look it."

"Maybe you're not looking hard enough."

Ororo reached out her hands to call upon the forces around her as the image of Jubilee's face shimmered, revealing red skin and yellow eyes. But just as the wind began to rise the weather witch gasped, her breath stolen by the tiny dart sprouting from her neck.

The mutant wearing Jubilee's face watched the white-haired woman go down, and then raised their hand. Three pairs of black gloves appeared at the edge of the balcony. The mutant disguised as Jubilee waited while three black-clad, masked figures took charge of Ororo's fallen body. One of them gestured back into the suite. 'Jubilee' nodded.

Moving through Ororo's room, the mutant made its way to the door connecting it to those of the other X-Men. Opening it as silently as possible, it surveyed the two beds within, scanning the two sleeping mutant boys.

Moving again, it padded silently over to the bed on the left side, where long brown hair covered the pillow. Angling into position, it fingered the tiny syringe resting in its palm.

Remy's eyes opened at the rustling of movement behind him, his thief's senses sending adrenaline coursing through his veins. He pulled out and charged the card he always kept under his pillow in one smooth, deft movement, using his other arm to push himself up and into readiness as he whirled to face his potential attacker.

"Rogue?"

Soft, plush red lips spread into a warm smile. "I'm sorry if I scared you," 'Rogue' whispered. "Just wanted to see you."

"Gotta be mo' careful, chere," Remy said, dazed by his rough awakening and the sudden sight of her. "You know how jumpy this one is 'bout people sneakin' up on him at night."

"I know," 'Rogue' purred. She lowered her lashes and Remy's throat caught. Gently, she reached over and moved to push down the wrist still holding the charged card.

The instant 'her' hand touched his skin, Remy snarled and grabbed the other mutant's wrist. With a snarl of their own, the mutant wearing Rogue's face launched itself onto him, bringing up its free right hand. Remy saw the glint of the sharp needle just in time to catch the other wrist before it plunged the syringe into his neck. The skin of the mutant's wrists flicked, and showed itself red and scaly.

"Bobby!"

Remy growled as the surprisingly strong mutant now wearing half of Rogue's face strove to stab him. On the bed over he heard a low moan. "Wha'?"

"Bobby! Drake! Merde, get yo' ass over here and—" Remy grunted as the mutant on top of him wrapped its legs around his thighs, resisting every throw Remy tried to use to force it off. "— Come over here and help me!"

Bobby blinked awake sleepily, and then gasped at the scene before him of what seemed to be Remy struggling beneath a thinly clothed Rogue. "Rogue?" he muttered. "Rogue, what are you—"

'Rogue' whipped her head around to look at Bobby. Her hair flying away from her face exposed the other, more red and scaly side of 'her' body. Bobby threw his hands up instantly in an attack. A wave of frost coursed from his outstretched hands, enveloping the horrifying facial combination and encasing it in solid ice.

"God damn . . . Dieu . . . ge' off!" Remy groaned and heaved and forced the en-sculptured mutant off his body and onto the ground on the other side of his bed.

The door banged open and Rogue and Kitty stumbled in. "What the hell jus' happened?" Rogue demanded.

"Yo' evil twin sister jus' tried to kill me," Remy answered flatly.

"My—" Rogue moved to the side and gasped. "What the hell?"

"Let me see, let me see!" Kitty insisted, pushing through to jump on Remy's bed and look over the edge. "Urgh! What is that, and why is it wearing Rogue's face?"

"Looks like a metamorph," Bobby said, breathing in deep heavy gasps.

"Did you say it tried to kill you?" Rogue asked Remy.

"Tried to stick me," Remy said, pointing to the syringe frozen into the mutant's right hand.

"Okay, I guess beach day is cancelled," Kitty muttered.

"Are you okay?" Rogue said, moving as close to Remy as she dared to observe him.

"M'fine, chere," Remy promised. "Jus' barely, thanks to Icicle here."

"Hey, I'm a heavy sleeper!" Bobby protested.

"Yeah, you are," Kitty said slowly. "But you know who's not? Jubilee. So . . ."

"Why isn't she in here?" Bobby finished.

The four looked around at each other for a moment, and then rushed in unison into the girl's room. Kitty arrived at Jubilee's bed, plump and full as if being slept in, and yanked back the sheets. Two pillows rolled out and fell to the floor.

"Oh no," Rogue whispered.

"Professor Monroe," Bobby said instantly, taking off at a run to their teacher's room. He shoved open the doors and made a bee-line for the bed.

"It's empty too!" he yelled back, as the remaining X-Men rushed in.

"The balcony," Remy stated. He and Bobby rushed out into the cool night air.

"Nothing. Dammit," Bobby cursed.

"No. Not nuthin'," Remy said grimly. He knelt down and brushed a finger against the warm wood marble balcony floor. "See?" He held up his fingers to the other mutants.

Kitty leaned in and sniffed Remy's red fingers. "Blood," she said weakly.

"Oh God," Rogue whispered.

"We have to get them back!" Kitty said shrilly. "We have to go looking for them—"

"Where?" Rogue asked. "We don't know anythin' 'bout this damn island. They could be anywhere!"

"Meanwhile whoever done this knows exactly where we are," Remy stated darkly. "They're probably sendin' more people after us right now, them."

"We need backup," Bobby determined. "We need our people." He set his jaw tightly. "We need to make a run for the Blackbird."

Main Floor, Lion's Paw Resort, Genosha

The four young mutant friends moved as silently as their teachers had taught them along the main floor towards the door exiting the Lion's Paw Resort. Hastily dressed in their X-Men suits, they kept to a tight formation, communicating using hand signals. Bobby, situated at the front of their group, held up his hand for them to halt. The X-Men waited in silence for a few moments, on high alert, the door to freedom in sight. Bobby gestured again; the sign for forward.

Kitty let out a soft breath of relief. _If we can just make it out of here before—_

Four figures moved out from the shadows to block the exit of the hotel.

"That," Kitty murmured.

"You're leaving us already?" said one of the figures. Moving forward into the glow of the moonlight through the glass doors, a pair of golden slitted cat's eyes came into focus. "Very sad. Bad manners."

"Mahmoud," Bobby said in recognition. "Just let us go. We don't want to hurt you."

Mahmoud chuckled bitterly. "You think what we want matters here?" The dark-skinned mutant tapped the silver collar bound tightly around his neck. "I don't want to hurt you, Bobby Drake. But I will."

The other X-Men spread out, each moving to take on an opponent. Rogue faced off against a hooded figure who appeared to have some kind of natural, scaly armor on his hands. Remy eyed up a gilt-haired mutant with a foul scar marring his face. Kitty faced off against the smoking haired Haja.

"It would be best to give in now, Bobby Drake," Mahmoud repeated.

"Sorry," Bobby said quietly. "But we can't."

Mahmoud let out a leopard-like yowl, and launched himself at the ice-powered mutant. Bobby threw down a sheet of ice on the floor to trip Mahmoud. The other boy slid across it on all fours, recovering quickly and launching himself at Bobby.

Rogue dodged throwing stars tossed by the hooded mutant, gasping when one caught her in the shoulder. Remy turned instinctively at Rogue's cry of pain, and just managed to avoid a blow to the head from his own opponent.

Kitty narrowed her eyes at the smoking Haja, who bobbed his eyebrows and then blew a ball of blue fire directly at her head. Kitty closed her eyes and let herself drop through the floor. Haja looked around wildly. Kitty phased up behind the fire-powered mutant, and aimed a kick directly at his head. It connected, but Kitty gasped as the heat from the contact burned her foot.

Haja used her distraction to whirl around and aim a punch at her stomach. Kitty blocked him, but Haja moved around her rapidly, putting her into a headlock. He squeezed her windpipe, burning her throat with his touch. Kitty quickly phased into her attacker. Haja's eyes widened, grabbing the collar around his neck as if in pain. Kitty stumbled out of the mutant, eyes widened, stumbling and dazed. "Bobby, I think—" Kitty choked as she was cut off mid-sentence by a tiny dart sprouting from her neck.

"Kitty!" Bobby screamed as the little mutant went down, clutching her neck. From behind her, several figures all in black moved to gather up her insensate body. Rogue growled, and moved to help her friend.

"No!" Bobby yelled, grappling with the heavy force of Mahmoud as he worked to push Bobby to his knees. "No, don't! Go! Go find Scott! Now! GO!"

Rogue hesitated, but Remy grabbed her shoulder and pulled, urging her out the door. The two took off at a run, the shouts of pursuers fast behind them.

Gasping, heaving, wincing as their cheeks were cut by the sharp thorns of tropical plants, Remy and Rogue bolted out into the dark surround growth, towards the swamp-like area where the Blackbird was hidden. Glancing over his shoulder, Remy grimly noted that the scarred blonde and hooded mutant were gaining on them.

"We got some kinda nasty ticks ridin' us," Remy informed Rogue. They increased their speed, but Remy's instincts told them the two would catch up to them soon.

"Logan's rule, then?" Rogue asked. Remy nodded, and grinning, the two X-Men whirled around to face their opponents.

_Logan's rule_, Rogue thought with a vicious smile, remembering her growling teacher's axiom. _'Better to attack your pursuers, than be pursued by attackers.'_

Remy charged up a card and lobbed it at the scarred mutant, who dodged it, moving to the side to square off against the red-eyed thief.

Rogue moved out to take on the hooded mutant who centered himself in a kung fu stance. The hooded mutant threw a hard punch at Rogue, who blocked it with both hands. The mutant made a sound of surprise; clearly, he hadn't expected her great strength. Grasping onto his wrist with her right, Rogue pulled her attacker into her sharp left hand jab, slamming it into his throat. Gasping and choking, he went down. Kneeling down, Rogue quickly found the two pressure points guaranteed to keep him down. Finishing, she turned to look for her boyfriend.

Remy was circling with the gilt-haired mutant in a crouch. "Sure you want another scar to go wi' that one, homme?" Remy asked casually.

The ugly mutant grinned, stretching his broken face. "Don't worry, you'll have one soon, pretty boy."

Remy shrugged, still circling. "Long as I don' have to wear yo' dog collar, mon ami."

The gilt-haired mutant's eyes flashed, and he lunged at Remy, his hands sprouting what appeared to be glowing green boils. Surmising that he didn't wish to be touched by those hands if he wanted to keep his health, Remy dodged. The other mutant flipped expertly, landing on his feet. Remy shifted his stance, and saw Rogue moved towards them out of the corner of his eye.

"Don' touch him!" Remy warned. "Don'—"

The scarred mutant used Remy's momentary distraction to leap toward him, hands angled at Remy's face. Remy caught his opponent's covered wrists and stumbled back, working to keep the unappealing digits from his face. For the second time that night, Remy was forced onto his back. Luckily, the blonde mutant wasn't as strong as the metamorph. Gritting his teeth, Remy thrust up his right foot, using the momentum of the fall to flip the other boy over his head. As the mutant moved to recover, Remy sent a charge of energy through his own body, down his legs. As his attacker turned to face him, Remy shot a hard side-kick at the other mutant's chest. The kinetic force amplified the kick, and the scarred mutant went flying backwards, slamming into a twisted tree trunk. Remy pulled out a charged card to finish the job.

"No!" Rogue called out, rushing over to draw Remy back. "We gotta get to Scott," she reminded. "We gotta—"

Rogue's eyes widened and Remy frowned. "What? What?"

"Remy, I—" Rogue choked, coughed, and before the red-eyed mutant's horrified gaze, tumbled forward into his arms. Rogue's grip tightened ferociously before her head lolled and collapsed onto Remy's shoulder, exposing the tiny dart embedded in her neck.

"Rogue! Rogue!" Remy tried to shake his girlfriend awake, knowing it was futile even before another dart sliced through his own skin. "Rogue . . . chere . . ."

Through the haze darkening Remy's consciousness he heard a cool voice tsk in disappointment.

"That's Reynolds and Ching down. These two better be worth as much as Nathaniel says. Okay, get them into the truck with the others."

Blackbird, Ami Cove, Genosha

Having tried and failed to get through to the Professor, Ororo, or any of his charges, Scott knew something was wrong. Putting on his ruby lenses, he quickly put the Blackbird's defensive systems online, so that anyone but an X-Man who tried to fly it would get a nasty surprise. He pushed down the plank and exited the Blackbird into the night.

Scott felt the first attacker coming, and ducked down to avoid the blow. He hit the black-clad figure once hard in the sternum, then in the kidneys. Flipping the stunned body over his own back, Scott straightened up to face off against two more male-shaped figures.

Catching one punch with his left hand, he blocked a kick with his right, and side-stepped so that he was wrenching the arm of his first attacker behind his back. Scott thrust his left heel into the man's lower shin, forcing him to his knees. The other opponent aimed a roundhouse kick at Scott's head; the optically powered mutant caught it and slammed his opponent in the chest with an optic blast.

Whirling around Scott pressed a hand to his lenses to fire off another blast when he felt a similar powerful thrust of energy smash into his own chest, knocking him backwards. Shaking his head, Scott groaned as he tried to force himself to his feet.

"I wouldn't try it," said a familiar voice. "It hurts more than you think, when you haven't been hit in a while."

Head spinning, mind dizzy, Scott felt the pit of his stomach give out as he recognized the figure coming towards him. Choking and gasping, Scott whispered out his name as the figure came into view. "Alex?"

Alex Summers smiled sadly. "Hello brother."

**Promo For Next Week:** T_hey've lost contact with their companions . . . they're stranded on an island that is beginning to look like the mutant hell . . . and for the X-Men, the horrifying revelations of Genosha just keep coming. Don't miss the final three episodes of this season of "Mutant High."_


	26. Chapter 26

_Only three episodes remain this season! Don't miss a minute of "Mutant High: Revolutionary"!_

**Season Two, Episode Nine: Lost**

Recreation Room, Xavier Institute, Salem, New York

"It's been too long."

Piotr turned away from the table tennis game he was overseeing and towards the frowning Sid. "Da?"

"It's been—" Sid stopped, looking around at the younger mutants eyeing him with interest. Piotr smiled warmly at them, causing a few of the younger girls to twitter, before stepping aside to speak with his teammate more privately.

"What?" Piotr asked. "It has been what?"

"Too long," Sid whispered urgently. "Too long that they've been away, and we haven't heard anything. You know Jubilee, she should have called us a hundred times by now, just to say what color the water was, or how she found a new pair of water slippers."

Piotr smiled. "Do you think maybe you worry because you want so much to hear from your partner in crime, yes?"

"No, it's not—" Sid blushed, but continued. "It's not that. I mean, I do want to see her, but . . . it just doesn't make sense. I mean, she should have called, Remy should have checked in, Rogue should have checked in to check on what Remy was saying to us — Bobby would have called, to make sure we knew the "status" of the mission."

"Maybe it is simply a problem with communications systems," Piotr said, but his smile had slipped.

"Kitty would have found a way to get out to us," Sid countered, and watched Piotr's face pale. "If it was about getting out a message, communicating? Kitty would find it."

Piotr pursed his lips. "Then she will," he said firmly. "Katya — Kitty. Kitty will find a way."

Cell Block 3901, 3000 ft. Below Surface, Genosha

Hard, hard and cold . . . cement. It was hard, cold, cement under her head.

_Boy that hurts. Hangover . . . hangover?_

Kitty felt with her fingers, her eyelids still too heavy to open. The ground felt rough under her fingers, then slippery. She took in a deep breathe, and a familiar, coppery smell hit her nostrils.

_Blood. I'm bleeding?_

Kitty winced hard, and forced one of her eyes open. Her vision was blurred, a mess of white and red. She groaned, pushing herself up slightly and waited for it to slowly clear. The white began to coalesce into shapes. Kitty blinked. Things became clearer. Her eyes widened.

"Bobby?" Kitty shot upright, stumbled, and collapsed to her knees. Her eyes fixed on the immobile Bobby.

He lay across from her, feet away, encased in a clear plastic cage — unconscious, senseless. "Bobby!" she screamed. She heard her voice, muffled, reflected back on her, and looked up. Above her was a ceiling of cement; the same lay below. Around her on four sides were walls of the same material enclosing Bobby.

Kitty ran at the barrier, steeling herself to phase. She caught the hit from the wall on the side of her face and forehead, and shrieked in pain as she stumbled back. Shocked, she put her hand against the barrier and tried to phase. She felt resistance and shook her head in disbelief. She tried harder, and winced as something stung her neck. Reaching up she felt something cool and heavy and slim — a collar. Blinking, she stared at Bobby and realized he was fitting with one too.

"Bobby! BOBBY!" Kitty screamed, banging on the barrier, building up bruises.

Her words made no echo, but Kitty's eyes shifted as she saw movement to her right, and recognized the colored hair. "Jubilee!"

The little mutant roused slowly, slowly crawling to her feet. Kitty moved to her right side, waving and screaming uselessly. Kitty felt tears squeeze out of her eyes. "Please, please, please . . ."

Jubilee's eyes scanned her surroundings and found Kitty. Her eyes lit up and she screamed Kitty's name — Kitty could tell only by the shape her mouth made, as no sound was audible. She saw Jubilee recognize the same, and answered the other mutant's frightened gaze with a sad nod. Jubilee's lip trembled, but then she pointed behind her. Kitty turned to see Bobby slowly trying to stand. Kitty waved at him emphatically. His eyes widened and she smiled in recognition, but she slowly realized he was looking to her left. Kitty turned and gasped. Beside her in another cage, a young man with golden skin slapped at the barrier himself, his own mouth screaming noiselessly.

Kitty, Jubilee, and Bobby turned slowly, looking around them. On either side of each of them were cells like their own, with others in collars, banging noiselessly on the barriers.

Kitty caught Jubilee's eyes again. _Oh God_, she mouthed. _Where are we?_

Cell Block 3903, 3000 ft. Below Surface, Genosha

_Where am I?_

Rogue groaned, head aching, muscles protesting, as she slowly came around. Grunting with pain, she tried to gather her senses.

_I'm on the ground. My face, is on the ground. Ow. God damn, my head._

Rogue flexed her hands and tried to push herself upright. She collapsed, gasping, and blinked rapidly through tearing eyes, staring stunned at her arms.

_That shoulda been easy_, Rogue realized, frowning. Before she could gather her thoughts, a flash of movement drew her attention upwards, and she gasped.

"Remy!"

Rogue crawled towards the barrier that separated her from her soundlessly screaming boyfriend. She dragged her bruised hands upward to meet where his banged on the clear wall separating them.

"Remy!" she yelled, before coughing, throat soar. She reached up to grab her neck and hissed as she touched cold metal. "Rem' . . . Remy. It's okay, it's okay." Rogue's green-hazel eyes met Remy's frightened red ones and she tried to smile through her stinging lip.

"It's okay! It's okay, baby, I'll find a way out." Rogue ran her fingers over the barrier, staring down at the point where it connected to the concrete floor. "I'll get us out, we'll get out!"

"I'm afraid your touching gesture is quite futile, my dear."

Rogue froze, her spine stiffening, and she clenched her fists and took a breath before swiftly turning around.

"You," she whispered, nails biting into her fists.

Seated on the floor, his old face even greyer, voice dry, Magneto smiled sadly. "Welcome, young Rogue. Welcome to hell."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Shadowcat: Ellen Page

Colossus: Enver Gjokaj

Jubilee: Julia Ling

Forge: Rudy Youngblood

Guest Starring: Xander Berkeley

and

Sir Ian McKellen

Written By Maurissa Tancharoen

Directed By David Solomon

Created By Joss Whedon

* * *

><p><span>War Room, Xavier Institute<span>

"What the hell do you mean, you can't get through to them? What's wrong with Cerebro?" Logan demanded in his most feral voice.

"Nothing, Logan," Professor Xavier explained. "Cerebro seems to be working fine, but somehow when I search for them . . ."

"They're not dead," Logan growled, rising forward, hands nearly clawing into the table.

"I agree," Xavier said, in a pacifying tone. "I do not get the sense that they are gone, more that I am being blocked."

"Blocked by who? Who has that kind of power?" Logan questioned.

"I don't know," Xavier responded, his soft voice revealing frustration. "It doesn't feel like the work of another psychic, and the only one I know who has that kind of technology is Magneto —"

"Figures," Logan said, seething.

"But we cannot be sure," Xavier impressed. "Logan, we have no idea what is happening on Genosha. Any attempt at this point to rescue them would be a shot in the dark, a blind strike—"

"So what? We just wait and leave our people in there?" Logan shook his head. "Sorry, Chuck. I can't do that."

"Logan, we cannot afford to lose you too," Xavier stated. "I cannot send more of our people into harm's way. We need more information, we need help."

"Help from who?" Logan snapped. "We're mutants, Professor. We have to help ourselves."

Cell 424, 4000 ft. Below Surface, Genosha

"Specimen 782. It's a Level 4 mutant, with known abilities of Meteorokinesis."

"Known abilities. What, are you saying there may be unknown abilities?"

The words filtered slowly into Ororo's consciousness, taking long moments to register, and even longer to make sense.

"Well, we haven't had a chance to run any tests yet. As a level 4, and with powers linked to the atmosphere we're a little stumped on how to actually test while controlling the subject."

_The subject._ Ororo tried to open her eyes, to move her hands.

"We've had to keep it basically immobile," the light, crisp male voice said again. "There's no telling how powerful we'll need to make the concoction in the collar to actually maintain control."

"Well you had better learn how to maintain control, Moreau," said the other voice, deeper and more musical. "I want to put this new shipment on the block sooner rather than later. I need to know how many we can say are for sale, and how many may need to be liquidated."

"Well we're having the first test this afternoon," said the other man. "We'll know about the other ones after that. I told you Cameron, these things take time to be done right."

"Not too much time, David. I have customers I have to keep happy."

Cell Block 3903, 3000 ft. Below Surface, Genosha

"What the hell is goin' on here?" Rogue demanded, feet moving into a fighting stance as she glared at Magneto.

"Business, my dear," Magneto answered wryly. "The endless human pursuit of money off the backs of those who are different."

"Cut the fancy phrasin,' Magneto," Rogue snapped. "I don't have time for it. Speak nice and simple for a nice and simple Mississippi gal."

"Or what?" Magneto scoffed. "You'll take off your gloves and shake your fists at me? By now you've realize what these lovely dog collars do to our abilities."

Rogue swallowed. "Who is doing this to us?"

"A new version of an older species," Magneto said through gritted teeth. "One I'd hoped had gone extinct."

"Oh for the love of Jesus—" Rogue began.

"He's most certainly not here, my dear," Magneto said, cutting her off. "Though if you care to look behind you, you may catch a sight of one of his counterparts."

Magneto nodded over her shoulder, and Rogue turned. Three men were walking down the dark hall bisecting the cell block. Two appeared to be guards; dressed in a dark uniform with an insignia of a three headed serpent on the right lapel, they marched in step, their weapons over their left shoulders. The third man walked in the middle, like a dancer out of step, swishing his long, back overcoat with large, delicate pale hands. His long back hair covered his face. Rogue squinted and moved forward, trying to get a better look.

She caught a flash of his face as he turned to look to his right, his hooked nose and proud jawline becoming visible. She glimpsed a wide smile on his face, and tracked his gaze to Remy's cell.

Rogue took in a sharp breath. Remy's hands were clenched into fists, his shoulders raised, his entire body taunt. The look on his face was one of pure terror. Rogue's eyes flickered back and forth between the two men.

"Ah," Magneto breathed out behind her. "It seems your friend may know this devil."

Rogue's voice caught in her throat as the tall pale man and the guards walked on. When Remy turned, Rogue tried to catch his eye. He looked away.

Research Lab, Codename "Gemini," 4000 ft. Below Surface, Genosha

"Easy, easy, little brother. Just relax."

Scott blinked his eyes open, taking in the smile on his brother's face, before gasping and wincing them tightly shut.

He heard Alex laugh. "It's okay, Scott. You can open them."

Scott tried to move, and found his arms and legs bolted down. "What the hell have you done to me?"

"Made it possible for you to open your eyes, for one," Alex stated. "C'mon, if you're that angry at me, open your eyes and look at me."

Scott set his jaw and looked up at his brother from under his lashes.

"There you go," Alex said. "Isn't that better?"

"What the hell is stopping my powers?" Scott demanded.

"That," Alex said, tapping the collar on Scott's neck. "That's giving you a little cocktail that's holding your powers down."

"What, some kind of mutant cure?" Scott spat. Alex wiped it away.

"No," Alex said flatly. "You've got a heavy dose to keep you calm. But I've got—" Alex tapped the silver bracelet on his left wrist — "a nice little juice right here. Enough to let me control what I have." Alex leaned forward. "You could do that too. Wouldn't have to wear those lame-ass shades."

"No, just a slave collar," Scott shot back. Alex's face darkened, but then he worked a smile onto his sunburnt face.

"I told Essex you'd be like that," Alex said, shaking his head and rolling his eyes. "You don't get it, Alex. It was hell for me, before he fixed me. Now it's . . . easy to make it come and go. I want you to have that too."

"And what if I don't?" Scott said through gritted teeth.

Alex rested his elbows on the table and smiled down at his bound brother. "Then I'll convince you."

**COMMERCIAL BREAK**

* * *

><p><span>South Garage, Xavier Institute<span>

Logan was just about to rev up his motorcycle when a distinct scent hit his ultra-sensitive nostrils. "Oh, no. No, no, no." Logan growled and turned, crossing his arms. "Don't even think about it, Tin Man."

From behind Scott's car, Piotr arose, encased in metal, with the smaller Sid beside him. Piotr flexed, and the mental skin enveloping him and his friend receded.

"Damn," Sid grumbled. "I really thought that would work. How did you smell us through the metal?"

"I didn't," Logan answered. "I just know what Tin Man's rust smells like. And no. You're not coming."

"You need us," Sid argued immediately. "What do you think you're gonna do, just drive your bike over the ocean to Genosha?"

"I'll find a way," Logan stated flatly. "I don't need to be worried about protecting you two on this mission."

"And who worries about protecting you, Professor Logan?" Piotr questioned politely, but firmly. "We're X-Men. We're a team."

Logan narrowed his eyes. "I really don't need the school sales pitch right now, kids."

"No, what you need," Sid stressed, "is a way to get to the island unseen."

"They already took the Blackbird," Logan said, gesturing to the area of the empty hanger.

"But not the copter," Sid said, with a sly smile. "Piotr can fly it. And I made some modifications that'll get us there without being detected."

"You want me to fly with two unlicensed kids to a south African island probably full of mutant haters?" Logan snorted.

"No," Piotr said calmly. "We want you to take a team of well trained X-Men with you to mount an aerial rescue mission."

Logan growled. "God damn it."

"Let's hope not," Sid said brightly. "We're gonna need all the help we can get."

Cell Block 3901, 3000 ft. Below Surface, Genosha

"Damn, damn, damn!"

Kitty ground her teeth as ran her hands down the barrier between her and freedom. "God it's frustrating to not be able to go through things!" she murmured. "This must be what normal people feel like."

Across from her, Bobby was also clearly struggling with his lack of powers. Kitty gestured to the collar, but Bobby frowned, crossing his hands back and forth to signal 'no.' He cast his gaze up to the sides of the room significantly, and Kitty followed.

"Right. Cameras," she muttered dejectedly. "Damn! How do we talk?"

Kitty searched out Jubilee, who was staring at the slim Polynesian boy in the cell beside her. He was clapping his hands together, staring at Jubilee as if trying to communicate something.

"Does he not get that we can't hear him?" Kitty wondered aloud. She waved her arms to catch his attention. After a moment the boy noticed her. He then turned to her, and with eyes wide and pleading, clapped again.

_I can't hear you_! Kitty mouthed, pointing to her ears. The boy just shook his head and continued clapping.

_What?_ Kitty mouthed.

The boy lifted boy his hands up slowly. Kitty nodded. _Yeah, I get it._

The boy clapped three times, quickly. He then clapped slowly . . . one, two, three. Then three times quickly again. He raised an eyebrow.

_I don't—_ Kitty started to mouth then stopped._ Wait. One, two, three, slowly, one two three fast . . ._ Kitty's agile mind ran swiftly through all the codes she knew. The boy clapped again; one, two, three, one . . . two . . . three . . . one, two three.

_One two three . . . one . . . two . . ._ Kitty's eyes widened. _Oh! Oh! S.O.S. Save our ship. Morse!_ Kitty mouthed, jumping, and then covering his mouth with her hand. The boy's eyes lit up, and he nodded.

Kitty smiled at him, before turning to the others and clapping, raising her hands so they could see them. Bobby narrowed his eyes, pointing to his ears, but Kitty shook her head and continued, showing him her hands. It took him only a moment to catch on. They had all been taught morse code by Logan for just such a situation as this.

_Can you get it off?_ Kitty clapped out.

Bobby narrowed his eyes and cast his gaze up to the corners of the room, before taking a visibly deep breath and closing his eyes. Kitty bit her lip, drawing blood, as Bobby winced, his face working.

"Come on, come on, come on . . ." Kitty whispered.

Bobby scowled, clenched his fists, and then gave a scream Kitty couldn't hear as he reached up and tugged on the collar. Kitty let out a deep sad sigh, and was about to sink to her knees, when Bobby's eyes widened. She pressed herself closer to the barrier. Bobby winked, and with one jerk, pulled the collar hard enough to snap it open.

Kitty leapt and clapped and then winced. _Sorry!_ she mouthed to Bobby.

Bobby just waved it away as he pulled the collar completely off and placed his hands on the barrier. Ice fanned out across the walls of his cell, a maze of frozen latticework. Bobby tested it by pushing slightly, and then iced up his fist and smashed it into the barrier. It shattered.

Bobby jumped clear of the frozen debris and ran to Kitty to do the same. She backed away as he froze the barrier and slammed his way through.

"Oh thank God," Kitty said immediately, as soon as he was inside. "This not being able to talk thing was the total worst."

"Yeah, I bet," Bobby said, grinning, as he moved to work on her collar.

"How'd you get it off?" Kitty asked, as he placed both his hands on the cool metal.

"I lowered my core body temperature enough so that I think it registered me as dead," Bobby answered. "I think it's pumping us with some kind of serum to stop our powers. See?" Bobby jerked Kitty's collar off and she gasped in pain. He held it up for her to see — the inside was lined with what appeared to be tiny syringes.

"Gross," Kitty exclaimed. "Let's get our people out of this hellhole."

Bobby nodded, and the two X-Men ran to Jubilee. Kitty phased through the barrier to pull their friend out, and Bobby froze the collar off.

"I fiercely dislike this place," Jubilee said as soon as she was free. "Let's find the others and go."

"Agreed," Bobby said. "I think we can start by going through that door." He nodded to the door to their left.

Kitty's eyes caught the waving arms of the boy in the cell beside her former prison. "Wait!"

Kitty jogged over to his cell and phased quickly through the barrier. "Hi! I'm Kitty Pryde. I'll be your rescuer for the moment."

"That sounds like music to my ears," the boy stated, as Kitty phased her hands through his collar, feeling for the lock mechanism.

"Ah!" Kitty undid the lock from the inside and pulled the collar free of the boy gently. "That's better, right?"

"You can say that," the boy said, immediately rubbing his neck. "Any idea where we are?"

"I was gonna ask you the same," Kitty said dryly. "What's your name?"

"Jose," the boy said, offering his hand for Kitty to shake. "But you can call me Skylark, if I can call you Beautiful."

"Whoa now," Kitty said with a half-smile. "Let's get free of this freakshow before we start our own." Kitty offered the boy her hand, and together they phased through the barrier.

"We better run," Bobby said roughly, sizing up Skylark. "The cameras definitely caught us, and we have no idea what kinds of weapons these people have, or how willing they'll be to kill us for trying to get out."

"Easy, easy, my new friend," Skylark said, and whistled softly. Bobby's eyebrows popped up as he felt his body instantly relax at the sound. "We just busted out of their super fancy prison, eh? I think the four of us can take them, no problem. Four powerful, tough-ass mutants working together? This'll screw with all their plans."

Cell Block 3903, 3000 ft. Below Surface, Genosha

"Remy. Remy!" Rogue banged on the barrier separating her from her boyfriend, who refused to look in her direction.

"I do believe he cannot hear you, my dear."

"You shut up!" Rogue snapped, refusing to look over her shoulder at the older mutant. "I swear to God, whoever put me in with you must have a damn vindictive streak."

"And isn't that the question you should truly be asking yourself?"

Rogue took in a deep, slow breath before turning to face the man who once tried to kill her to make the world a better place. "If you got somethin' to share with the peanut gallery, by all means, _Mags_, let's hear it."

Magneto smiled weakly. "My dear Rogue, you are several thousand feet under ground, wearing a collar that prevents you from accessing your natural abilities, held in a cell by men who clearly mean you ill. You should be preparing yourself for the very worst streak humankind is capable of, rather than idly calling for your . . . friend."

"Well see that's how we're different," Rogue said sharply. "See, when I find myself in a bad situation, the first thing I do is worry about my friends. And I ain't your 'dear' anythin'."

"But you are a fellow mutant," Magneto responded calmly. "And as such you might want to consider what is in store for you as a lab rat. I can assure you that you will need all of your faculties present to make it through whatever they have planned."

"Oh? And what about your 'faculties'?" Rogue shot back. "What, you just gonna sit there and try to scare me? I'm supposed to be all fallin' down scared because you don't have the answer? If it's so bad, how come you're not up and fightin'? Are you just gonna send me out, again? Found another situation where you just can't take it?"

"I _have_ taken it," Magneto boomed, and Rogue took a step back at the rise in the old man. "I have been in this position before. I know precisely what it means to be in a cage, the subject of experimentation and brutality, by the very worst breed of men. It is as I have always said — what men have tried once, they will try again. The times change, but their methods vary very little."

"Then why aren't you fightin' it?" Rogue questioned, quieter now.

Magneto smiled bitterly. "My dear. What do you think they are waiting for?"

Research Lab, Codename "Gemini," 4000 ft. Below Surface, Genosha

"I've really missed you."

"Somehow I'm not feeling the love," Scott said flatly to his brother.

Alex groaned. "I knew you'd be like this."

"You knew I wouldn't react well to having my people taken away and being strapped down to an iron table with my powers cut off? Oh, how you've grown in brilliance."

"Your people are fine," Alex assured. "Including your brother, who's right here. Oh, but am I not your 'people' anymore? Because I'm not an Xavier groupie?"

"You're somebody's people," Scott shot back. "Whoever gave you that pretty ice on your wrist."

"What they gave me," Alex said through gritted teeth, "is a new freakin' lease on life. Xavier couldn't do that. He couldn't help me control it. I almost killed you, Scott! You, you got your little glasses to protect you. I had to walk around as a ticking bomb, never knowing if I might kill someone, or burn myself up! And all he could do was tell me I had a gift. Well for some of us it isn't a gift. Getting more power isn't always the lovely walk in the park with mutant friends Xavier tried to say it was."

"That wasn't your fault," Scott said softly. "What happened to Mary—"

"Don't." Alex spat. "I had it from Xavier, I don't need it from you. I caused it, it doesn't matter if I didn't mean it. If you kill someone, you kill them. You don't get to just wash it away because you're sorry. If you can't control yourself . . . you're no better than a dog with rabies."

"You can learn control," Scott argued, desperately. "Alex, if that's what you need you can choose to learn it, you don't have to sell your soul to — whatever this is."

"I didn't have much of a soul to sell," Alex said flatly. "Scott, I can't — I won't live my life afraid of what I have in me. It's not a gift, it's a curse, and I just wanted to be free of it. And now? I am."

"Free?" Scott snorted, significantly eyeing his brother's bracelet. "Sure. In exchange for controlling your powers, you get, what — a job as whoever runs this place's pimp? Maybe you're content to be a lap dog, but the collar just doesn't do it for me."

Alex sighed. "C'mon, bro'. Don't be so naive. You still buy Xavier's line about world peace, fighting for rights and equality? That's as much a lie as Magneto's bit about us ruling the world. One thing rules the world, and always has little brother. Money. The world is a business, and you got two choices; you can either be the product, or the one selling it."

"Product?" Scott squinted. "What the hell do you mean, product — what you want me to build something?"

Alex shook his head, smiling with his tongue at the top of his mouth. "The product is all around us, Scott. The product is in us."

"Product, what're you—" Scott's reply caught in his throat as realization dawned. "No . . ." He tried to shake his head and felt the pull of the collar. "Mutants," he whispered in horror. "Mutants. You're selling mutants."

**COMMERCIAL BREAK**

* * *

><p><span>East Block Corridor, The Compound, 3000 ft. Below Surface, Genosha<span>

Kitty and Bobby phased through the door of their cell block, immediately moving back-to-back and into fighting position as they emerged into a long, dark corridor.

"Clear enough," Bobby muttered. "Okay, go get the others."

"Got it, chief," Kitty snarked. Bobby frowned at her, and Kitty rolled her eyes with a smile, before reaching a hand through the door and yanking Jubilee through. The youngest X-Men held Skylark's hand, and the new mutant shook his head and whistled.

"Now that is one weird-ass feeling," Skylark murmured.

"We have to try and locate Professor Scott, Professor Monroe, Remy and Rogue," Bobby said swiftly. "Now the question is whether we team off, or go together."

"I vote for together," Jubilee said instantly. "C'mon, guys, too many of us are missing already, and we have no way of getting in contact with each other even if we do find them."

"We should move fast, too," Kitty stated. "There's no way they missed our jailbreak."

"They?" Skylark questioned.

"Whoever is watching," Bobby said grimly, scanning the corridor. "Okay, three doors. Anybody got a preference which one we choose?"

"This one just has a number on it, plus this creepy symbol," Jubilee said, pointing out the three-headed serpent embossed into one of the three iron doors. "Can't go wrong with that, can we?"

"Let's see." Kitty grabbed Jubilee's hand, and together they phased through the door.

"Oh." Kitty felt her stomach drop. "We can. We can go so wrong."

Kitty stared, dumbfounded, body chilled, at the scene before her. She opened and closed her mouth, uselessly, once again robbed of speech. Jubilee touched her shoulder gently.

"Kitty . . . Bobby, Skylark . . ." the younger mutant said. Kitty nodded, and turned, reaching her arm through the door to offer her hand. Skylark came through the door first.

"Damn, I really gotta — whoa," he murmured, his voice faltering as he looked around. "What the hell?"

Kitty didn't answer, pulling Bobby through. "We have to move fast," Bobby stated as soon as he was inside. "The fact that we haven't seen any guards yet is making me uncomfortable, and—"

Kitty turned away without answering. "What?" he asked.

"Bobby." Jubilee nodded around the room.

"It's — oh." Bobby let out a long, slow breath. "Oh, God."

The room was smaller than the cell block, with barely enough room to move around for all the equipment that filled it. Large computers lined the walls, and what appeared to be a mammoth scanner took up much of the left half of the room. A table on the right supported a series of jars full of unmistakably human organs suspended in liquid. But the primary focus of the room were two ceiling high pods, in which rested, immersed in blue liquid, an immobile body.

"This is sick," Skylark whispered, as the other mutants moved slowly through the area.

"This is massively illegal," Bobby said, observing the jars of organs, freezing when he came upon one which supported a nearly to-term fetus. "I mean, not that we didn't know that already. But this is like, every Nuremberg law broken at once."

"Nuremberg," Kitty murmured, coming to stand in front of one of the pods. The hair of the perfectly preserved specimen within floated around its face. "That's exactly what this is."

"Well, I vote—" Jubilee's vote was cut off by the door at the east end of the room swinging open, two guards barreling inside, guns raised.

"Hey!" Bobby shouted. One of the guards turned to fire at him, and Bobby iced up both hands and grabbed the weapon. The guard pulled the trigger to no effect as the high-powered rifle froze over in his hands. He tried to jerk away, and Bobby pulled one heavy fist off to punch the guard in the face, dropping him.

"Bobby!" Kitty shouted, as Bobby heard the click of a safety being turned off. He whirled around to face down another gun barrel. He grabbed the gun and began to ice it up when a sweet, sharp melody hit the airwaves. The guard's eyes rolled up in his head, and he collapsed, senseless, to the ground.

Bobby turned to Skylark, who winked. "Thanks," Bobby huffed.

"Don't mention it," Skylark responded. He smiled, and then his gaze moved behind Bobby. "Hey!"

A third man, dressed in a heavy lab coat and wearing thick gloves turned to run out of the room.

"Oh, no, no, no," Bobby stated, quickly grabbing the thin man by his left arm and twisting him around in a tight hold. Bobby turned the man to face the other mutants. "No, you're staying right here. You're gonna answer some questions, doc."

"Please, please, I am just a scientist," the thin, plain faced man babbled in a reedy voice.

"And just exactly what is this place?" Kitty said, seething.

"This is my lab," the scientist said with a pathetic attempt at a smile. "You see? This is where I conduct my experiments, and —"

"We know what a lab is, idiot," Jubilee snapped. "We also know that this is about a hundred different kinds of illegal."

"Not on Genosha," the scientist answered. "On Genosha it is all perfectly legal."

"Well I'm sure the rest of the world will take all that into account at your trial," Kitty shot back.

The scientist just shrugged as best he could from within Bobby's hold. "And will you be bringing me all the way out of here for that trial? Past all the other guards? I think by that time I will have myself a very good lawyer."

"He's right," Bobby said. "We can't afford to take him with us, he'll slow us down."

"We can't just leave all this here!" Kitty exploded.

"No. We can't," Bobby agreed. "Jubilee, get ready. As soon as we're through this door you blow this place to bits." Jubilee nodded, rubbing her hands together to generate energy, sparks snapping in the air around her.

"You can't!" the scientist warned, finally looking scared. "Any kind of explosion, any change in temperature — this whole room could explode. The amount of energy being used to sustain the equipment and the computers cannot take any more, and in the containment pods is radioactive material. You can't blow it up, you'll kill us all."

"And what about them?" Kitty snapped, jerking her head furiously towards the immobile bodies.

The scientist shrugged, a small sheepish grin stretching his plain face. "They are . . . past help."

"Really?" Kitty asked. The scientist nodded, one eyebrow raised. "Well then," Kitty whispered. "So are you."

The scientist frowned in confusion as Kitty grabbed him by the shoulders. Bobby helped her move him towards the pods. When Bobby let go of the thin man he tried to struggle away, but found the little mutant stronger than he had expected. Kitty shoved him into the pod, and the scientist gasped as he felt himself start to phase into it.

"Please—" he began.

"Save it." Kitty shoved the protesting man through the glass and into the pod. The scientist screamed as he bumped into the other inhabitant, a stream of bubbles issuing from his mouth. Kitty watched him struggle, chest heaving, the rest of the room silent. The scientist's eyes bugged, his body jerking and shaking as he drowned, until finally his struggling ceased. "C'mon," Kitty said, breaking the quiet. "Let's find the others and get the hell out of here."

Cell Block 3903, 3000 ft. Below Surface, Genosha

"So what the hell is this place then, if you're so all-knowin'?" Rogue questioned Magneto, pacing back and forth within her cell, casting glances over at Remy.

"Come, come," Magneto said infuriatingly. "Please don't tell me Xavier has so neglected your education that you lack understanding of recent history?" The old survivor raised one elegant eyebrow.

"Recent history — so you're saying this is what? A concentration camp?" Rogue continued pacing. "That what, this is a place to kill mutants?"

"No." Magneto chuckled. "Where would be the profit in that? No, this place—" He stared around the room in disgust — "This place is simply the latest advance in the oldest trade in the world."

Rogue swallowed. "You mean . . . prostitution?"

Magneto barked a laugh. "That too, I am sure."

"So this place is . . . headquarters for mutant trafficking?" Rogue pieced together.

Magneto made a disgusted sound. "Oh, the gentle play on words we use to disguise the truth. Call it what it is, my dear. Slavery. This is a mutant slave house. And we, the wares."

"They can't," Rogue muttered. "They can't, slavery's been illegal for years—"

"Has Charles taught you nothing?" Magneto snapped. "There are more slaves in this era than in all of North America's sordid past. Around the world, in third world countries and in your beloved United States there are hundreds of thousands humans in bondage. The trade has never stopped, it has simply grown better at hiding itself. And now, it has evolved, evolved beyond enslaving humans — to try to enslave us."

"They can't," Rogue said through gritted teeth. "We won't let them. They can't."

Magneto smiled. "Against what do you think I have been fighting all my life?"

Rogue bit her lower lip. "Then why ain't you fightin' now? Why—"

The sound of the door blasting off its hinges interrupted their conversation, as Bobby, Kitty, Jubilee and a boy Rogue didn't recognize strode inside.

_Rogue!_ Kitty yelled, her voice inaudible from outside. Rogue pointed to her ears. _Oh,_ Kitty responded. She ran at the barrier, quickly phasing through. "Rogue, oh my God, are you okay?"

"Yeah, I'm fine, I guess," Rogue supplied. "How'd you—"

"We broke out, it's the collars," Kitty said quickly, all business as she reached up to undo Rogue's. "They keep your powers down."

"Yeah, I figured," Rogue stated. "Slave collars. I — wait!" She pulled back. "Once you take 'em off, I . . ."

"Oh." Kitty pulled back. "But, we have to. We have to get out. Okay, come outside, we'll have Bobby freeze it off. Then you can get rid of it yourself."

Rogue nodded, and moved to go. "Wait." She turned to Magneto, who remained seated. Kitty scowled. "We should leave him here."

"We can't. Kitty, this place —" Rogue began.

"I know. I saw," Kitty said shortly. "It's like Mengele's wet dream."

"So we can't just—" Rogue attempted, but Magneto let out a laugh.

"If I wished to leave this place, no human slave collar would stop me," Magneto said proudly.

"Really?" Rogue crossed her arms. "You gonna let pride stop you from acceptin' our help?"

Magneto opened his mouth, but just then a loud alarm came blaring into the cell block. "Ah," Magneto breathed. "It seems our time has been cut short."

"Rogue, c'mon," Kitty said, grabbing her friend's arm. Rogue cast one last look back at the old mutant warrior, before letting Kitty pull her through the barrier. She let Bobby freeze the collar until it cracked, and then pulled it off herself, her eyes never leaving Kitty as the little mutant phased into Remy's cell and pulled him out. "Remy," Rogue started as soon as he was out. "We—"

"We gotta run," Remy said swiftly. "I don't know how fast the reaction time is for the guards here, but I best it's faster'n most."

"The door, quick, let's move," Bobby ordered. "Jubilee—"

Jubilee nodded, running at the door and blasting it open. The others followed, streaming into what was clearly another cell block; it held seven cells of mutants who immediately ran to the barriers and screamed, voiceless, to be let out.

"It'll take forever to free them all," Jubilee exclaimed.

"We can't just leave them!" Rogue burst out.

"We won't," Bobby said. "There's gotta be some kind of lock, or switch. Kitty, find whatever mechanism's locking the cells in place and do your hacker thing and—"

"Bobby." Kitty nodded over his shoulder. Bobby turned.

"No," he whispered. "John?"

John Allerdyce stood pressed against the barrier, his eyes on Bobby. The two former friends waited for a full moment in silence, until all of the barriers slid open.

"Found it!" Kitty shouted.

"Okay," Bobby said, his voice a little horse. He cleared his throat. "Okay, let's move!"

The stream of newly freed mutants ran towards the next door. Jubilee blasted it open, revealing another long corridor. The horde of newly freed mutants ran inside, jostling against one another.

"To the right, to the right!" Bobby shouted, pointing. "The door on the end!"

The crowd moved towards the door. Jubilee got ready to blast it. Suddenly it opened on its own, three guards in black forcing their way inside. The mutants with collars on screamed, trying to pull back.

"Back, back through the door!" Kitty shouted, urging them towards the cell block door. "Its—"

Kitty turned to find herself faced with more guards in black, carrying heavy weaponry. The mutants found themselves pushed back again. A guard aimed a gun at Kitty, and Bobby iced it over. "Push them back!" Bobby hollered. "Everyone make a circle, those of you without active powers—"

Bobby felt a hand grasp his shoulder desperately, and turned to watch one of the collared mutants collapse. "What, what's wrong?" he demanded. The mutant, a dark skinned girl with nostrils like a dog just choked and gasped as she felt, her hands clutching at the collars.

"The collars!" Bobby shouted, looking up. "Get them off! They—"

"They are not nearly as stable as we would have liked, clearly," said the elderly blonde man in an expensive suit who strode into the room from the exit door, more guards visible behind him. "Improvements will have to be made."

"Take him out!" Bobby ordered. The man tsked, pointing to his side. "Ah, ah, ah." Bobby eyes followed where indicated, to see Skylark and Jubilee held by two guards, guns pressed to their temples. "Careful, now. We don't want anyone hurt in this exercise."

"Exercise?" Kitty's wide, furious gaze moved between the man in charge and the guards holding Skylark and Jubilee.

"Yes, we were worried about problem with our collars," the man said, looking around at the collared mutants who were collapsing, gasping, to the ground. "This exercise should help us very much in figuring out how to improve the design, thank you."

"Who the hell are you?" Rogue demanded. "What is this place?"

The man made a motion as if to doff his hat. "My name is Cameron Hodge. This is Genosha. I apologize for the accommodations. We're expanding, you see."

"Expanding what?" Rogue asked again, loudly. Behind her back she made a fist and then held out three fingers for Remy to see. Remy glanced over at Bobby, tapping his thigh with two fingers. Bobby nodded, getting ready.

"Business," Hodge answered. "Just business. We don't want to have to hurt any of you—"

"Well we do," Skylark said. He whistled loudly, causing the guards holding him and Jubilee to shriek and grab their ears. He whirled towards Hodge, hand raised. A gun shot sounded. Jubilee screamed as Skylark went down, red blossoming from his chest. Hodge grinned over at Bobby.

"We don't," he repeated, raising the small sidearm with which he had killed Skylark for effect. "But we will if we have to." Hodge snapped his fingers, and two more guards moved into the room to take the unconscious guards' places. "Now. Where were we? Oh, right. Business."

CREDITS

**Promo For Next Week:** _No way out. No way in. As the X-Men face their cruelest foe yet, will they break under pressure, and give in to their darkest impulses . . . and their deepest desires? With only two episodes left this season, don't miss the revelation laden two part finale._


	27. Chapter 27

_The Smash Hit Returns! The final two episodes of "Mutant High: Revolutionary" return, and with the show renewed, don't miss finding out where the X-Men are headed next!_

_**Season Two, Episode Nine: Sinister**_

_"Rich Man's World (1%)" by Immortal Technique Plays Over The Opening Scene_

Landing Bay, Air Strip, Genosha

Hodge inspected the giant metal crate being carefully loaded into the sleek, dark plane before him. It rattled slightly, causing the guards supervising it to murmur. He noted the frown on the handsome face of the man standing beside him.

"Relax, Faisal," Hodge assured the perturbed man murmuring in quiet Arabic. "Those collars are fool-proof. We had them tested last night. They'll hold."

"We were promised docile mutants," Faisal Abdullah responded, playing with the tips of his beard. "Safe mutants."

"And you'll have them," Hodge promised with a slight smile. "We don't send a product out unless we're positive it's the complete package. Trust me."

Faisal's eyes stayed on the crate until it was safely locked inside the plane. Hodge leaned over, offering his hand. "Well, you come highly recommended," Faisal stated. He shook Hodge's hand.

Hodge grinned. "Nice doing business with you."

Eastern Block, 4000 ft Below Surface, Genosha

"Make sure my five o'clock with Sanders isn't double-booked. I don't want to have everything prepped in Swedish if I'm meeting with the Nigerians," Hodge insisted as he strolled down the darkened corridors of the underground compound. His aide hurried to keep pace with him as she jotted down the notes on her phone. Two guards moved along rapidly behind them.

"Sir, Reynolds wanted me to let you know they've been having problems with the . . . renegades on the northern half of the island," Hodge's aid whispered, glancing skittishly up at her boss.

Hodge's face didn't betray any emotion. "Tell Reynolds that if he can't take care of that problem, then I have someone ready and waiting for his job who will."

"He requests additional support from the Solomon program," his aide replied.

"Done," Hodge said shortly. They rounded a corner, and nearly came face to face with the bulky, hook nosed man who leaned against a door labeled "Research and D-velopment".

Hodge stopped up short. His aide swallowed, and found a reason to look away from the new arrival.

"What now, Essex?" Hodge asked, his tone already betraying annoyance.

"I need my resources, Hodge," the man called Essex responded. His voice was silky and musical, and profoundly disquieting. Hodge's aide felt her skin crawl. "If you keep downsizing my department, I won't be able to make the pretty toys that help out with your business. We wouldn't want that, would we?"

"Business comes before pleasure, friend," Hodge said. The other man rubbed his fingers together as if he had an itch he couldn't scratch.

"My experiments are not about pleasure, Hodge. I—"

"Your experiments are about serving my bottom line," Hodge interrupted. "If I give you too many toys just to break I won't have any to sell."

"Science requires sacrifice," Essex countered silkily.

"Not when it comes to profits," Hodge said delicately.

"Your problem is you just see science as serving business," Essex said, with the hint of a sneer.

"Everything serves business, Essex," Hodge said with dismissive certainty, adjusting the lapels of his suit. "Accepting that is the first step up in any enterprise. I'll give you twenty-four hours for your personal project, then I want you back in R&D."

"I'm not one of your slaves, Hodge." Essex seethed.

"No, you're my employee," Hodge said easily. He moved in too close to the older man, dropping his voice to an intimate whisper. "But I can understand the confusion." Essex swallowed discernibly, and Hodge smiled. "Twenty-four hours start now. Please —" Hodge stepped aside and gestured grandly down the darkened corridor — "Enjoy."

Essex growled, just under his breath, and Hodge's aide pulled aside as the man swished away in his unsteady way. She caught a glimpse of his face as he passed, and felt her skin do more than crawl.

Cell Block 3903, 3000 ft. Below Surface, Genosha

Rogue awoke up slowly, aching in parts of her body she didn't know could ache.

_God my head . . ._

She winced, blinking her eyes open, feeling her knees sore against the ground. She looked out onto the clear walls of her cell. The same cell she'd been in before.

"Dammit."

"My t'oughts exactly."

Rogue whirled around to see Remy, on his knees as well, shaking his head. "This one's head . . ."

"Remy—" Rogue scrambled over to him, biting back a groan at the ache in her muscles. She reached for his shoulders, almost touching his coat before she caught herself. Remy looked up, the red in his eyes gleaming. Rogue's breathing sped up, and she found herself conscious of taking in the same hot air he let out. Remy tilted his head and she swallowed.

"Chere—"

Rogue hurried to her feet. "We gotta find a way to get out."

"Don' think there is one, chere. Guessin' dis place is mutant-proofed up and down. If they let us escape the first time, think they got things done up more tight now, oui?" Remy reminded.

Rogue placed a hand on the barrier, flexing her muscles. They felt weak, helpless. No trace of her superhuman strength.

"We gotta get out. They could be doin' anything to our friends!" Rogue seethed, slamming her hand into the wall. Remy moved to touch the barrier as well.

"You got any ideas, chere, this one's ready n' willin' to hear 'em," the Cajun noted flatly. "But we gotta assume they're watchin' us, them."

Cell Block 495, 3000 ft. Below Surface, Genosha

Bobby blinked, things slowly coming back into focus as he felt around on his hands and knees.

"Don't strain yourself," said a familiar voice behind him. "The drugs don't wear off until a few hours after your escape. Get ready for the one migraine to rule them all."

Bobby swallowed down bile and refused to look at the pyrokinetic mutant lounging behind him. Instead he stood up and stumbled over to the barriers of the cell, placing his hands against the wall. Bobby felt inside for his power, and tried to draw in moisture. He hissed in pain as what felt like a miniature seizure rattled through his brain.

"I told you, man," John said again from behind him. "They've got the iron gloves on now. Trying to fight it is just gonna turn your brain into Mengele's tofu."

Bobby ignored his former friend, testing his knuckles against the barrier and eyeing the long blank black screen on the other side. He gave it a few experimental hits with his fists.

"Oh, come on," John expelled in frustration, getting up and walking over to Bobby. "Are we really gonna play the silent game when we're trapped a thousand feet underground in Anti-Mutant Guantanamo?"

"Better than wasting my time listening to you complain about how useless fighting back is," Bobby said, getting to feet without looking at the other boy. "Is that what your good pal Magneto taught you?"

"If he couldn't get out, do you really think you will?" John countered.

"We already almost did," Bobby reminded John, tapping again at the barrier.

"Bobby, wake up, they let that happen!" John let his voice drop and he stepped closer to Bobby. "The whole point of that was to break you, to pull a Ramsay Bolton and bring you up to bring you down." Bobby pulled away, but John grabbed his shirt and whispered into his unwilling ear. "If they think you still have it in you to fight, they'll think they haven't done enough to break you."

Bobby yanked out of John's grip disgustedly. "Well, see, Logan — you remember Logan, one of your teachers, saved your life a few times? — he trained us X-Men to handle interrogation," Bobby said with disdain.

"It's not interrogation, Bobby! It's—" John stopped short when the screen just outside their cell blinked into life, showing—

"Kitty," Bobby whispered. "What . . ."

Kitty as seen on the screen was seated in a small cement room, strapped to what resembled a dentist's chair. Beside her lay a table of glistening surgical equipment.

"Oh, no," John said, closing his eyes. "I really hoped it wouldn't be this."

"What are they doing?" Bobby demanded.

"Bobby . . ." John put a hand on his shoulder. Bobby grabbed the other boy by the scruff of his shirt and slammed him into the barrier.

"What are they doing?"

John closed his eyes, wincing, before answering, "I told you. They're breaking you."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring Xander Berkely

Aaron Stanford

and

Ian McKellen

With Terrance Zdunich as Sinister

Written by Kalinda Vazquez

Directed by David Solomon

* * *

><p><span>500 ft Above the Island of Genosha,<span>

Logan gripped the sides of his seat and swallowed, queasy, as the helicopter shifted and grunted, gradually lowering. "Will you put this bucket of bolts down somewhere before we all crash?" he growled.

"Don't call Gemma a bucket!" Sid protested, rubbing the helicopter's front panel. "She got us across an ocean. She's a miracle of engineering and love."

"You named it. Great," Logan groused. "Remind me to get you a girlfriend when we get back."

"I can't find a clear landing arena," Piotr explained, frowning as he steered the helicopter with slow, plodding precision. "And I expect we don't want to try and use the official Genoshan airport."

"This baby should be able to land anywhere there's a flat patch of ground," Sid stated proudly. "We—"

Sid's sentence was abruptly lost as a force smashed into the helicopter's left flank, sending it spiraling in the other direction.

"Dammit, what was that?" Logan snarled, glancing wildly down at the jungle island below.

"I don't know, I can't see—" Piotr tried desperately to even out the helicopter even as it started losing altitude, going into tailspin. Another projectile whizzed past the right side window and it shattered, gusting the helicopter harshly in a whole new direction.

"We need to get to a flat patch, something we can slide into," Sid tried to explain over the screaming warning alarms the helicopter was emitting. "We have to—"

Sid was cut off again as his seatbelt snapped, and he was jerked to the right. Logan ripped out of his own seatbelt to grab the boy before he was dragged out the window.

"I knew this would get us all killed!" Logan roared, and unsheathed his claws, slamming them into the dashboard to hole them there. "Piotr get this this on the ground!"

"That part will happen definitely!" Piotr yelled back. The muscular Russian heaved as he fought to level the helicopter out, aiming for a patch of green that was rapidly approaching.

"Hold on!" Piotr warned, as the helicopter began hitting ground.

"Always do," Logan hollered back. The helicopter hit the ground harshly, chunks of dirt flying up and making vision impossible. Piotr armed up, his metallic skin protecting him as the greenhouse window shattered and bits and pieces of metal whirled around the three mutants like shrapnel. Logan covered Sid's body with his own, grunting as the tip of the main rotor blade buried itself in his shoulder. The helicopter continued grinding forward of its own accord until its skids gave out, finally coming to a steaming, smoking halt.

Piotr recovered first, keeping on his metallic covering as he ripped off his seatbelt and dragged the unconscious Sid and the slowly waking Logan through the cabin door. Grunting and groaning he dragged both mutants as far he could from the wreckage, before collapsing in the hot tropical air.

Logan moaned, slowly rousing as his healing factor kicked in. "Hey, Sid, Sid." He flipped the young mutant onto his back, patting his face. Sid moaned, his head gashed, but only slightly.

"Logan," Piotr murmured.

"We gotta get as far away from that deathtrap as possible," Logan instructed Piotr without looking away from Sid. "If it blows we need to be out of range."

"That may be a problem," Piotr replied dryly. Logan frowned, and looked up.

Around them, rising as if from the ground, was a group of fighters dressed in heavy camouflage. That they were mutants was apparent by the one whose skin was a deep, jungle green all on its own, and by the one approaching, a white haired tower of a man with an ugly scar across the right side of his face whose left arm was entirely bionic.

Logan rolled his eyes as the white-haired mutant raised his metal arm. "Oh, who the hell are—" he began, before it collided with his jaw, sending him into blackness.

Isolation Tank, Room 375, 4000 ft. Below Surface, Genosha

She had waited for her eyes to become used to the blackness, to make out some general shapes. She had fought back the panic, telling herself that once she could see she would know what to do.

But the darkness hadn't abated, and Ororo was forced to crawl on hands and knees, unseeing, to find out where she was being kept.

She reached a barrier, bumping her head and gasping. She felt all along it, trying to locate some kind of door, or window. She found an angle, a turn in it signaling a new wall. Her hands traveling along it as she crawled, searching.

Another angle. Another wall, too soon and too close. Ororo fought the panic again. There had to be a door somewhere here, a way inside. She moved faster, patting the walls all around her, feeling, seeking.

Another angle. That was okay. There was still room for another door. She could find a way of opening it, she was sure. Her thief's skills were rusty, but they remained. She could find a way out if there was just a—

Another angle. She felt around for a door, slapping her hands all over the barrier. Nothing. No opening.

She was losing control of her breathing now, panic rising as she felt on the floor for a trap door. Nothing.

_They can't know. There's no way they can know!_

She struggled to her feet, feeling above her. The tips of her fingers touched ceiling. She scrapped them along it, searching for a hole, a way out. Nothing.

"No," Ororo whimpered. "No, no they can't. There has to be a way out."

Her voice barely echoed. It was a small enclosure. A small, windowless, doorless case, pressing down on her.

"No." She said it again, and gulped in air before she realized she would have to conserve it. How was air getting in? She was trapped. She was ten again. No, no, she was in her thirties, a grown woman.

"Let me out," she croaked. No. Don't beg. "Let me out." Don't . . . don't . . . "Let me out!" Her voice cracked, rose. "Let me out! Let me out! Please, please—"

Cell Block 495, 3000 ft Below Surface, Genosha

"Please! Stop! Stop!" Bobby pounded on the barrier, his eyes wide and horrified as the gloved and masked torturer wiped the blood off the scalpel that had made so many incisions into Kitty's soft skin. He couldn't hear her scream, but he could see, with terrible detail, the agony on her face.

"Bobby—" John began, reaching for the other boy. Bobby shoved him aside and bashed his fists uselessly into the barrier as the torturer selected a small, curved and serrated blade for use on Kitty.

"Stop it! Stop it! I swear to God — no, no!" Bobby's throat was hoarse, helpless, as the blade pressed into Kitty's left arm, drawing from her another soundless scream. Bobby supplied one of his own.

John turned aside. "Jesus—"

Bobby seethed, his knuckles bleeding as he fought again against the unbreakable barrier. "Make it stop . . . make it stop . . ."

"Bobby—"

"How do I make it stop," Bobby growled, his voice dangerous. John swallowed, looking from Bobby to Kitty.

"They're controlling it," John said roughly, his own hands clawing beside him helplessly. "They're the ones—"

"They're showing this to break me," Bobby interrupted, his eyes still on Kitty. "You said that. So what do they want, what do I do?"

"Bobby—"

"WHAT?" Bobby screamed, looking up to the cameras in the cells, in the hallways. Screaming at his captors. "What do you want? You want me broken?"

"Bobby," John tried to stop him, pulling at the other boys arm. "Bobby, listen—"

Bobby yanked his arm away. "Huh? You want me? Then come and get me!"

"Bobby, no," John protested. "You gotta stop, it's what they want—"

"You want me?" Bobby hollered. He slammed his bleeding fist into the barrier again. "Fine! You got me! Come and take me! Do it to me! Do anything to me!"

"Bobby, stop it!" John grabbed both arms and tried to haul his friend back. Bobby continued yelling.

"You did it! You did it! You broke me! You broke me! Let her go! Take me! Take me!"

Cell Block 247, 3000 ft. Below Surface, Genosha

"They're fine, they're fine, I'm sure they're fine", Jubilee whispered to herself like a mantra. She was trying hard to control her breathing, and failing almost completely. Her hands on the clear barrier of her cell, she kept trying not to visualize what might be happening to her friends.

"Easy, little bird," said a voice belonging to her cell's other resident. "You're gonna give yourself a heart attack."

Jubilee turned to look at the mutant she had been ignoring, a handsome Filipino boy of what looked to be nineteen or twenty with a series of red veins decorating the right side of his face. His hands, arms, and neck were covered with old scars and new markings. Jubilee swallowed.

"I'm sorry. I mean I'm — I'm . . ." Jubilee let her hands fall from the barrier. "I'm Jubilee."

"Park," said the other mutant. "Wish I could say nice to meet you, but I've always been a terrible liar."

"Are they . . . do you know what they plan?" Jubilee asked, trying to keep the quiver from her voice.

Park's face worked in a war between sympathy and anger. "Specifically? No. It's always something new. In general? It's torture, little bird."

"Oh." Jubilee bit her lip, trying to fight back the physical fear heating her body. "I figured."

"If it helps, looking scared means they might think you need less of it to break you," Park advised. "So, you're doing well."

"It's not — I'm not afraid for me, I—" Jubilee's voice trailed off. Park raised his eyebrows in understanding.

"You got family here?" Park guessed. Jubilee nodded. "Yeah." He huffed a laugh. "I had family too."

"I'm afraid they're hurting them," Jubilee whispered.

"Oh; they are," Park said flatly. Jubilee looked up, shocked, her eyes burning. He faced her boldly.

"Sorry," he said, softly. "Like I said, I'm not a good liar. It's why I'm here."

"They'll be fine," Jubilee said, forcing a bold look of her own. "They're strong."

"My family was strong too," Park said bitterly. "Didn't stop them from being tortured. Slowly. In new and exciting ways. In front of me."

"Oh God," Jubilee whispered.

"They wanted me to see," Park continued. The red veins in his neck pulsed. "They wanted me to watch, they wouldn't let me turn away. They wanted me to know what would happen if I fought back."

Jubilee's nails scraped against the floor.

"So I did," Park continued. "I watched. I watched it then, when they pulled strips off my brother's back. When they shocked him until they could see all of his veins. And I memorized every second of it. Every night they made me watch it, every night until they sold him. And now every night, still, I dream about it."

"I'm sorry," Jubilee managed to croak out. "I'm so, so sorry you had to see that, and have that in your mind—"

"No." Park turned to face her again, a crooked, pained grin on his face. "No, it's good that I have it in my mind. That it's burned there. Because now I know exactly what to do to them when they come for me. You see, I'm getting out. We're getting out." Park's grin spread, an ugly thing, making his formerly handsome face a mask of hatred. Jubilee pulled back. "Don't worry, little bird," Park soothed at her put off expression. "We'll take you with us. We'll get out. And then? Then we'll pay back every single drop of blood they took until this island runs crimson."

**COMMERCIAL BREAK**

* * *

><p><span>Cell Block 3903, 3000 ft. Below Surface, Genosha<span>

"Remy, we gotta get outta here!" Rogue insisted, running her hands over the glass barrier.

"You think I disagree, chere?" Remy said, shifting from one foot to the other. "In case you ain't noticed, we a lil' short on options."

"Well, you could at least try to—" Rogue began, but Remy cut her off, impatient.

"To what? You got your powers back, you?" he demanded. Rogue frowned, tensing her muscles. They felt weak, limp. She'd grown so accustomed to her newfound strength that it was a shock to realize how frail she really was. "No."

"So there," Remy said quietly. "We gon' hafta consider our choices real carefully, oui? Unless we want to—"

The door at the end of the hallway of cells opened, and two guards walked in, accompanying the hook-nosed Essex. Rogue squinted at him, quickly taking in the details of his dress, his face, his build, memorizing as much as she could, just as Logan had taught her. The man walked past the cells, glancing into each. Passing theirs, he grinned widely, showing large, pearly white teeth. His eyes alighted on them with a look that could only be described as hungry.

Rogue shivered when he finally exited the hall. She turned to Remy. "Look, I don't know—"

She stopped at the look on her boyfriend's face. Remy looked like he'd seen a particularly gruesome ghost, his face taught and his red-and-black eyes wide. He was breathing rapidly, heavily, his whole person exuding fear.

"You know him . . . " Rogue began softly. It seemed to jog Remy out of his terrified state. He turned to her and smiled unnecessarily, shaking his long hair. "Dégoûtant," he dismissed. "Alright, chere. We gotta think then, 'bout how we get out." He tried a wink, but Rogue shook her own head.

"That man," she repeated, "the one who walked past us. You know him."

"I got no idea what's goin' on here," Remy stated, his expression cagey.

"That ain't what I asked," Rogue pressed. Remy turned away, shaking out his long hair. "Remy." Remy brushed his hand at her over his shoulder dismissively. "Remy." Still he didn't respond. "_Gambit_. Turn around and face me, dammit!"

Remy whirled around and prowled over to her, causing Rogue to step back instinctively before planting her feet. "Or what? You gonna accuse me again, you? What did I do this time, Rogue? Please, let me know, dit moi, 'cause I'm too tired to keep up."

"I'm not accusin' you of anything'! I am _askin'_ you for the truth!" Rogue snapped.

"Why? You already decided I know the man. Wouldn't matter what I said, me, n'est-pas?" Remy countered, gesturing with his hand. Rogue folded her arms.

"It would matter if you tell me and I could believe you," Rogue said flatly. Remy snorted.

"Righ'. So this one's gotta prove to you everyt'ing I say? Non. No thanks. Think I'll just stay over here in my corner, me." Remy walked over to the opposite side of the cell, facing away from her.

"Stay over there in your corner and hide from me, you mean?" Rogue spat out. "That's real brave, Swamp Rat."

Remy made a noise dangerously like a growl. "Rogue Marie D'Ancanto, don' you call me a coward."

"Remy Etienne LeBeau don't you lie to me," Rogue shot back.

Remy's back stiffened, and he turned just enough to look over at her, his red eyes gleaming with fury. "You don' know when I lie, chere," he rumbled in a low, dark voice.

"And that's the problem, Remy," Rogue said firmly, despite the shiver heading up her spine. "I never do know when you're lyin."

Rebel Base, Undisclosed Location, Genosha

"Don't lie to me," the bionic mutant insisted, before the wraps were removed from Logan, Piotr, and Sid's eyes. "I'll know if you lie to me."

Logan grunting, shaking his head as the wraps were removed. His limbs were still recovering, and so he sized up the room to judge who he would have to kill to get his students out safely. The small, hot cave was dark, lit only by a flashlight held by one of five mutants. All were heavily armed, who stood guarding the only entrance. Their leader, the white haired bionic mutant, stepped forward, flexing his powerful muscles.

"Where did you come from?" the bionic mutant demanded.

"Well, we were in this helicopter. Then it got shot down," Logan said flatly.

"Why are you here?" the mutant leader demanded.

"We're selling girl scout cookies," Logan snarked. The other mutant growled, and hit Logan again.

"We're looking for our friends!" Sid blurted out.

"Sid!" Logan growled, wincing as his face healed slowly. "Don't—"

"Your friends?" the bionic mutant asked. "What friends are those?"

"Mutants," Sid explained rapidly. "Mutant friends. They went here to find out what's going on, and we haven't heard from them since."

"Oh?" the bionic mutant chuckled and was joined by those around him. "They just went on a pleasure cruise to find out what's happening here? And what did they find?"

"We don't know," Piotr put in. "We lost contact with them. Something's wrong. We came here to save them."

The mutants exchanged glances, and their leader looked over Sid and Piotr with narrowed eyes. "Really. Three mutants with a helicopter just looking for lost friends. What a pretty story. And how do we know it isn't anything more than that? Hmm?"

"How do you know?" Sid snapped. "You just shot us out of the sky and kidnapped us! You've been beating us. We'll tell you about us when you tell us about you. What are you, a wing of the Genoshan government?"

The mutants around them bristled. Their leader snarled. "Careful. Throwing around insults like that is very bad for your continued health."

"If you haven't noticed," Logan supplied, gesturing to his healed face, "we can take it. I've been humoring you, bub, but I'm running out of laughs. So before I get really testy, why don't you tell us who the hell you are, before we decide we just don't care."

Their leader ran his tongue over his teeth, sizing up the mutants. "The name is Cable. That's all the names you're getting, mostly because I know they already know who I am. Everyone else is off limits."

"Who's they?" Sid asked. Cable grimaced.

"The Genoshan government. If you're telling the truth, and your friends are mutants gone missing, they're the ones who have them." The other mutants murmured in agreement with their leader.

"Have them where? Why?" Logan demanded.

"Where, is thousands of feet below us," Cable explained darkly, resting his bionic arm on his left knee. "Under the surface of Genosha, it's true purpose hidden, just like everything on this island. Why, is for the real reason Genosha tries to draw mutants here — for profit. If your friends are still on this island, they are being broken down and prepped."

"Prepped? Prepped for what?" Sid questioned.

"For sale," Cable stated. "This entire island is a mutant slave trading station. If your friends are still here, they're being broken through inventive torture and a serum that suppresses their abilities. If they've been successfully suppressed, they're probably on their way to a petty dictator in Eastern Europe, or a well-known multinational in Dubai to serve their new masters."

"No," Sid denied. "No, there is no way they could be doing this. That isn't legal."

"Why do you think they've kept their activities hidden?" Cable answered. "The PR campaign that drew your friends here is the veneer, the show they use to cover up what they're really doing."

"And what are you really doing?" Logan asked. Cable stood up and gestured to the mutants around him.

"We're fighting it, of course," he asserted. "They were careful when they took over the island. They planned their coup for years, and they tricked most of the mutants into serving them with bribes, threats, blackmail, and debt before they made their purpose clear. About half of the mutant population was under their sway when they showed their hand. Luckily, some of us got out before they could. We've been fighting to bring them down ever since."

"Good job," Logan groused. "What have you managed so far, other than shooting down mutants coming to rescue the same kind of people?"

Cable glared at him. "We're close. Close to bringing this all down. Close to freeing the whole island. That's why we suspected you were with them, and had to shoot you down. We couldn't have you ruining our plans to end this."

Logan pushed himself to his feet, Sid and Piotr following. "I don't like you," Logan said blatantly. Cable raised an amused eyebrow. "But if you're telling the truth, we're here to help. We're getting our friends back, no matter what. So I guess we're working together."

"Oh, do you?" Cable said with a smirk.

"Yeah," Sid said, moving in close to Logan, followed by Piotr. "This is our fight as much as yours. This is any mutants fight, everybody's fight. If you're gonna bring them down and save everyone here, we're with you."

Cable smiled down, a genuine one that pulled on his scars. "Well then. Welcome to the rebellion."

**COMMERCIAL BREAK**

* * *

><p><span>South Wing of Subterranean Compound, 5000 ft Below Surface, Genosha<span>

Scott steeled his muscles to fight back when the door to his singular cell opened and two guards entered, but found himself immediately struck with volts of electricity from the sticks they carried. Groaning, he half-collapsed to the ground as they moved in to take him by both elbows and drag him forward. He fumbled to his feet, and confronted a face achingly similar to his.

"There's no point in fighting, little brother," Alex said sympathetically. Nevertheless Scott struggled as the two guards pulled him down the darkened hallways after the other Summers. "Once you stop everything will start to get better for you."

"Who are you and what did they do to my brother?" Scott muttered.

"I'm a brand new Alex Summers. I'm in control and at peace," Alex said grandly as they stopped at a door with the skull and crossbones warning for poison embossed on it. "And soon, you'll feel the same."

Scott made a disgusted, disbelieving noise as his brother opened the door and led him inside. Scott blinked as his eyes adjusted to the strange light in the large room, which came mainly from a dimly glowing coffin-like glass structure at the far end, near another exit. Phosphorescent light gleamed off of jars and canisters lined neatly all along the tables and shelves spread out along what was clearly a busy laboratory. Scott distastefully surveyed the unorthodox equipment, which included what appeared to be a modified fMRI machine and what looked uncomfortably like wet surgical tools. Large enclosures on the right and left held swirling masses of bugs that Scott couldn't (and didn't want to) identify.

"Looks like somewhere Hydra is missing a mad scientist," Scott muttered.

"Nothing so small as all that, Mr. Summers." Scott looked around for the source of the cold, elegant voice and out of the shadows a tall, well-built, pale, hook nosed man appeared, dressed in an unpleasantly smeared lab coat and gloves. "I have no connection to that ill-fated group. Nathaniel Essex. I'm so pleased to meet another Summers."

Scott shook his head. "Can't say the same, Essex. Want to fill me in on what you did to my brother?"

"I helped him," Essex stated. "Just as I can help you."

"What, help me to dull my powers so you can sell me too?" Scott countered. "You know, Hydra was pretty foul, but I don't think they ever stooped to slave trading."

"Is that how you judge them?" Essex asked, removing his black gloves and placing them on a metal table. "By your moral beliefs? Not by what they accomplished in science?"

"What, finding new ways to murder thousands of people?" Scott snapped. "Yeah, I'm judging them on that. And you. Whatever science you practice is sick. Wrong."

"Science, like life, is amoral, Mr. Summers," Essex said with a wide grin. "We are all driven by our biological imperatives."

"So you're using behaviorism to justify slavery?" Scott snorted. "Is this the 19th century? Are you gonna bring up your degree in phrenology too?"

"Ah, the 1800s," the hefty scientist mused. "Times of such promise. A sea change across the world happened due to the scientific revolution of those days. We have another upon us now, you know. And my work will be part of pushing it onward."

"Your science is outdated, Essex," Scott insulted. "Like your morals."

"My morals and my science are ancient and modern," Essex waxed. "Go too far in philosophy and you re-encounter the old gods."

"You could have just saved my the time and told me he was insane, Alex," Scott said to his brother with disdain.

"Sanity is measured in results," Alex stated flatly. "And Essex was able to fix me, to enable me to control my powers. We're not all as lucky as you, Scott."

"Oh, yeah," Scott said, raising his cuffed hands. "I'm real lucky. Locked underground with my brainwashed brother and a psychotic scientist who misses the days of tuberculosis. I just won the lottery, didn't I?"

"You did." Essex stepped towards Scott, and the guards had to restrain him more tightly as he struggled to get at the larger man. "And you'll understand why soon. When you have seen what I've seen, what I've shown to Alex — then you'll know. We're at the dawn of a new age, and you can be one of the harbingers."

"And if I'm not interested?" Scott hissed. Essex patted the mutant's shoulder, ignoring the noise of outrage from the younger Summers.

"You will be," Essex said, assured. "Once you see what you'll be gaining."

Cell Block 3903, 3000 ft. Below Surface, Genosha

"I don't care! I want the truth!" Rogue screamed.

"Truth ain' gon' help us get outta here!" Remy roared back. "You really wanna do this now?"

"When the hell else will we get the chance?" Rogue shot back. "You'll just wink and smile, and say somethin' French and ignore it. You been runnin', Remy. You been runnin' scared."

"I've been scared, chere?" Remy responded, stepping in close to her. "I've been runnin'? How 'bout you? You been pullin' away since the day I met you."

"I've got reason!" Rogue gasped. "My—"

"Yeah, you' skin." Remy scoffed at Rogue's scandalized expression. "You poisonous skin, keepin' you from touch. 'Cept it don' — that's all you, chere. You ain' gotta touch to let someone in, and you been holdin' me back as much as I been you. You usin' your skin as an excuse, a way to keep everybody you cares about you away. So really, qui est le lâche, huh? Who is really the coward?"

Rogue's jaw dropped and she stood for a moment immobilized. Then she let loose a harsh, high-pitched yell and launched herself at the Cajun. Grabbing his lapels she tackled him to the ground. Landing on top of him, she shook him, pulling him up by his trench coat to look at her.

"I could kill you!" Rogue exploded. "Don't you get that, you damned stupid, proud, cocky, dumb-ass Swamp Rat? I could kill you!"

"And yet I'm still here!" Remy hollered back, flipping them over so that he was on top. "Comprends? See? This one's still here! All the times you pushed me away, all them times you tried to run? I ran after you! I came closer! I'm still here!"

Rogue wrapped her legs around his lower back and flipped them again. "Why? Why, if I'm so damn difficult, if you can't even touch me? Why keep chasin' me?"

"'Cause I never wanted to stop runnin' 'till I met you!" Remy yelled back, shoving her back and sitting up. Rogue landed on her backside, her legs still tangled with his. Her shocked silence allowed Remy's words to sink in. They were still physically entwined, Rogue realized, mere inches from each other. She started to pull caught her hand.

"Chere . . ."

"Remy—" Rogue's breath caught when he interlaced his bare fingers with her gloved ones. Gently, slowly, he pinched the tip of one finger, catching the material and pulling.

"Remy, I . . ." Rogue swallowed, trying to piece together what she had been meaning to say. He dragged the glove steadily off her hand. She watched it go, inch by inch, slipping away from her skin, leaving her bare. She opened her mouth, with no thought to speak, as Remy pulled the last of it off, tossing her barrier aside. She gasped as he followed it with his hand, his bare hand, gripping just enough to stop her instinctively yanking away.

In utter, still shock, Rogue watched, entranced, as Remy's fingers played with hers, rubbing up against hers softly, rhythmically. His palm ghosting over her own, a drifting, growing warmth where he touched her, a tingling, aching longing when he moved apart. She found herself touching him back, caressing his knuckles, his wrist, finding his pulse point and marveling at the feel of blood pounding just under his skin.

_Bliss by Blaqk Audio Plays Over the Following Scene_

"Rogue." His voice was a hoarse whisper, a barely breathed gasp. It made her turn to face him, to look at his expression of wrecked need, of utterly exposed wanting. His dark pupils were dilated, filling in the red. His long hair stuck to his skin, which was burning, burning against her own.

Rogue tried to swallow, but her mouth was dry. She held his gaze, her ears filled with the sound of his increasingly quick, deep breathing, timed with her own. Her gaze moved with his to her hand, his hand, their hands. He wrapped his fingers around hers, pulling her closer. Wrapped his wrist around hers, drawing her in. She felt herself sliding down from her perch above him, her suit slick against his, her thighs moving into place against his. As she felt herself fall she tried one last time for speech, one last time to raise her voice over her pounding heart.

"Remy—" She managed just a weak, soft gasp of his name before he pulled her down, down into him, down against his lips, and her words passed into his mouth. He swallowed them up and she let him, let him open her lips again with his, let him repeat the dance of their hands with his lips and teeth and tongue. It was so hot, so wet, so alive, and she could never have imagined anything like this, never.

Remy quickly found himself overwhelmed by her kiss as Rogue gained understanding, as she fell in love with the rush of sensation, as she took over. Her hand found purchase in his ragged hair as she dominated the kiss, trying her teeth, her tongue, tasting again and again the rush she had come to too late, the urgency of long denial giving her confidence, passion.

Remy groaned into her and Rogue laughed, laughed because this felt like joy and wildness and ecstasy on her skin when he kissed her neck, her collarbone, the area exposed by her suit. When he stopped she moaned in protest, looked down at his unsure, heated, questioning expression. Rogue kept her gaze on his as she drew up her other hand and steadily, clearly pulled away her other glove. She let her now free hand travel down to the zipper of her suit, and she pulled, watching his stunned gaze as she opened it, as she freed herself.

Remy still looked unsure, uncertain, but Rogue felt bold. She slid her suit off her shoulders. Remy made a yearning, helpless sound in the back of his throat, and she dove in to press her forehead against his, to tease his mouth with hers, grinning wickedly at his frustration. She pulled at his coat and he helped her shrug it off hurriedly, and once freed captured her mouth with his.

Now things gained speed, as he matched her want with his own. They fought, the same as before,— fought with their mouths, fought each others clothes as Rogue helped him wrestle his suit off, fought to get closer to each other, closer than just skin against skin. Rogue was burning, had never felt heat like this. She was dizzy with it, drunk with it, scared and exhilarated. She was kissing him like it was all she could do, and his scent was overpowering. It was skin, it was touch, it was heat, and everything was fading away, everything, and everything was sharply clear, everything, and she closed her eyes to feel, and she opened her eyes to see his expression, and she bit her lip to keep in screams, and she opened it to gasp his name, his name . . .

"Remy . . ."

And the camera in the corner watched.

Western Sanitation Corridor, 3000 ft. Below Surface, Genosha

"The cameras are down. Move forward."

The ventilation shaft creaked and groaned and came apart at the assault from Logan's adamantium claws. He dropped down into the corridor, quickly followed by Sid, Piotr, and a slim, able mutant rebel with skin spotted like a human leopard named Ryke.

"We better have that backup your captain promised," Logan growled to the newest mutant as they moved down the hallway to the first of a series of doors and corners.

"We've been planning this for over a year," Ryke stated boldly. "We have every possible outcome accounted for. Turn left."

"Not us," Sid whispered as they moved left, and to heavy metal door. Logan raised his arm to sliced through it. Ryke cleared his throat.

"Oh, you want in?" Logan said, bemused. "Go ahead, bub."

Ryke grinned and placed both palms on the door. He took a deep breath in, and as he let it out, the heavy steel door started to burn away as if melting from the area where his hands were placed. Pulling them back, he left a hole wide enough for Logan to climb through.

"Cool!" Sid said immediately. "Is it only with metal? Like is it a power that reacts with ores, or can it—"

Logan growled, stepping through the hole, and Sid cleared his throat, embarrassed, as he followed his teacher through, Piotr and Ryke coming in behind them. They quickly piled up, as Logan stood frozen in shock.

"What is it?" Sid demanded, pushing around his teacher. "What is—"

The young mutant also lost his voice at the sight before them. The mutants in the cells around them were clamoring at the barriers, banging against them, crying out soundlessly.

"This is just . . . wrong," Sid murmured.

"Now you understand," Ryke said darkly, as he moved over to one of the barriers. He gestured for the mutants within to step back. They did so, and he used his touch to melt away their walls.

"I do not see Kitty, or Bobby, or Rogue, or Remy, or Jubilee," Piotr said, turning left and right, eyes searching the cells. "Or Professor Ororo or Summers."

"There must be more of these," Sid said in horrified awe. "More cells."

"Get 'em open!" Logan growled, low in his throat. "All of them. Every single one."

Piotr and Sid watched their teacher move over to the barrier of one cell and slam his fists into it. It held.

"There must be a mechanism to open them," Sid said. "I'll find it." Piotr nodded, and armed up as the younger mutant ran to look for a device. The heavy Russian moved to start beating on the barriers.

"You think they may see us here?" Piotr questioned Logan, looking around for cameras.

"Let 'em," Logan growled, mid-punch.

"I found it!" Sid cried. Electricity in the room fizzled, and then the remaining barriers lifted up, freeing their prisoners.

"All right," Logan ordered. "Move out, everybody."

"So commanding," said a crisp, distinctive voice. The three X-Men whirled around to see the old Holocaust survivor rise to his feet. "Is this one of your patented X-Men rescue missions?"

"Yeah," Logan asserted, glaring at Magneto. "Sure. We're gonna rescue everyone and get the hell out of this place. Sound good to you?"

"No," Eric Lehnsherr said, glancing around with a growing smile. "No, I think simply leaving this place is not enough for many of us."

"Then what is?" Sid asked. Magneto's gaze made the young man shiver.

"Destruction," Magneto stated, sending a rippled of chatter through the remaining mutants. "We're going to destroy every last inch of this slave trading island, my friends. You are more than welcome to join."

**END CREDITS**

**PROMO FOR NEXT WEEK**: _Wrongs avenged. Secrets revealed. Destruction wreaked. Don't miss the heart-pounding, jaw-dropping season finale of "Mutant High!"_


	28. Chapter 28

**Season Two, Episode Thirteen: Horizons, Part 1**

Laboratory, South Wing of Subterranean Compound, 5000 ft. Below Surface, Genosha

"I want to show you something, Scott," Essex said gently. Scott suppressed a shiver; this man's attempt at gentleness was more uncomfortable than anything else he could recall.

"I don't want to see it." Scott folded his arms.

Essex smiled, more widely, more unpleasantly. "Oh, I promise you, you do." He nodded to Alex, who pushed Scott forward, towards the back of the lab. Essex walked backwards, smiling widely, as he led them towards what resembled a long coffin.

Scott narrowed his eyes at the "coffin". A variety of tubes and wires connected it to steadily beeping machines and giant IV drips. Scott paused, and Essex raised his eyebrows.

"Come closer, Scott. You haven't really seen it."

Scott rolled his eyes, already tired of this man's dramatics. He shuffled forward, moving to look through the glass casing.

It was a body — of course it was a body. Scott's eyes roved up the bare, female feet, the legs, just covered by a hospital gown. Up the slim, tall body, to the face, half-covered by vibrant red hair.

_No._ "No."

Essex giggled — actually giggled — gleeful at Scott's reaction. "Yes. Oh, yes."

Scott shook his head, a helpless reaction. The face stayed the same: the same perfect cheekbones, same flawless lips and hair. Red hair. Her hair.

"Jean." Scott closed his eyes hard, rubbing at his face before looking again. She remained. "What is this?" he whispered.

Essex giggled again. Scott felt a rush of uncontainable anger and whirled on the larger man, grabbing him by the lapels of his black coat. "What is this!?" he thundered. Essex continued grinning. Scott hauled back to punch him, and felt his brother's arms around his own, pulling him back.

"Easy, little brother," Alex soothed. "Easy."

"What is it!?" Scott screamed.

"What? What, what, what . . . don't you mean who?" Essex posed.

"No," Scott growled. "I saw her d— I saw her die. That's not Jean. What is it? What did you do?"

"So perceptive." Essex sighed. "So particular. Is a perfectly matched body made and grown not the same as a body born?"

"I swear if I hear another line of bull come out of your mouth Essex, I will kill you if it is the last thing I ever do!" Scott swore as he struggled hard against his bigger brother's hold. "Tell me what that is, because it isn't Jean."

"I can swear to you, Mr. Summers, that what you are looking at is indeed Jean Grey," Essex promised. "The same blood type, the same hair type, same physique and dimensions — even the same eyes, under here—" Essex leaned over to point, and Scott closed his eyes and turned away.

"It's not Jean," he forced out from between his teeth, eyes still closed. "We saw her die. She was completely . . . consumed. It's not her. Not her. It's something else."

Essex sighed, looking perturbed, like a child denied candy. "Well I suppose if you want to quibble she is perhaps a few years younger than you're used to."

Scott opened his eyes to stare daggers at the scientist. Essex rolled his eyes. "Very well. She's a clone, if you would be so vulgar and specific. Physically identical in every way, though."

"Physically." Scott spat. "That's not enough to make her Jean."

"Right you are!" Essex agreed, stepping forward to tap Scott's nose with one of his long, white fingers. Scott hissed in fury. "Her mind, the mind, that's the thing we're missing."

"Because she's dead, you crazy, eyeliner-wearing Frankenstein knockoff!" Scott exploded. "Do you not understand death?"

"Oh, I do," Essex proclaimed proudly. "I understand it better than most. Certainly better than you. Once you move beyond the more primitive ideas about the body, the mind, the inner person — once you stop the inane questions about morals, you can quite easily overcome such a little thing. For your lovely, lovely friend here—" Essex stepped back and ran a hand gently over the top of the case, making Scott struggle instinctively against his brother — "is merely a mutant Snow White, waiting for us to jog the apple from her throat."

"You are really, truly, a new kind of insane, Essex," Scott murmured, deliberately looking the man in the eyes to keep from seeing the mockery of Jean.

"No, Mr. Summers, I am a very old kind. Far older than you could know. And those even older than I have shown me how very simple a thing is death to correct, when it occurs to a god," Essex insisted, his face lighting up in a way that caused Scott to step back further into his brother.

"Jean wasn't a god," Scott whispered. "That's why— that's why she chose to die."

"Yes, she _chose_ to," Essex agreed, his voice still ringing like an old time preacher, a madman with a cause. "As only a god can. And we can awaken her, from this sleep of death. For a creature as powerful as the Phoenix is more than her physical form. That she can slough off, like any immortal. But her mind! Her mind exists, Mr. Summers, out there." Essex looked up and waved his hand around grandly. "In the stars and the ether. We need only to collect it, to invite it back into the form. And then, like Osiris, she may rise again. And you . . ." Essex gestured elegantly to Scott, who pulled further back. "You can help me."

Scott could hear his own heart pounding — or was it the ticking and beeping of the machines keeping the empty clone of Jean alive? This form of her, this simulacrum of the woman he loved?

"No." Scott shook his head. "No. Jean gave her life so her death would mean something. Even if you weren't completely crazy, and all this crap about myths and fairytales meant you could do it — no."

Essex sighed. "It always takes the small-minded so long to accept the truth. You—"

A blaring alarm, loud enough to cause all three men to cringe, sounded. A cold, technical female voice followed. "Warning," she warned, "unauthorized personnel on premises. Breach of containment cells. Warning, unauthorized personnel on premises. Breach of . . ."

Essex looked around wildly. "What is this? What is this?"

Cell Block 495, 3000 ft. Below Surface, Genosha

"Why did they stop?"

The words came out in a hard whisper from Bobby's sore throat, aching from shouting through the barrier. His eyes were still locked on Kitty's prone form. On his knees, he couldn't stop himself from looking over every cut, over every bruise on her tiny body. Her eyes were closed. She was breathing — he comforted himself with that knowledge.

"You," John said, his face pale. His lips worked and he was continually swallowing, as if holding down his own visceral reaction. "You broke, so they stopped. For now."

"For now?" Bobby's voice could barely reach the other mutant's ears.

"Yeah," John responded, just as softly. "They'll . . . they'll clean her up. Get her fixed. If your — if they think it's enough they might stop. If not—"

The alarm sounded, loud and jarring, and John looked up. Bobby barely reacted. "What's that?" Bobby asked in a dead voice.

"I don't know," John whispered.

"Warning — unauthorized personnel on premises. Breach of containment cells. Warning—"

Cell Block 3903, 3000 ft. Below Surface, Genosha

"—breach of containment cells . . ."

Rogue rose up off of Remy's warm chest, swallowing hard. Remy protested, instinctively reaching up to grab her around the waist. "Non . . ."

"What is that?" Rogue questioned, her voice still low, dazed.

"J'ne sais pas," Remy replied, the Cajun accented French rolling of his tongue lazily, though his eyes were slowly becoming more alert. "Sounds like trouble."

"Warning, unauthorized personnel on premises. Breach of containment cells . . ."

Cell Block 278, 2000 ft. Below Surface, Genosha

The metal holding the tops of the cells in Block 278 groaned, shivered, and then came apart. Magneto let down his raised arms slowly. The mutants imprisoned within clamored to escape, the already liberated bashing on the cell barriers and pulling out the wires to free their fellows.

"Warning, unauthorized personnel on premises."

"Yes," Magneto whispered. "Most certainly." More loudly, he proclaimed, "Come, my brothers, my sisters. We are not yet free. There are still many of those who imprisoned us between here and the sky. We should go and give them our regards for our stay."

Many of the mutants cheered, laughed, or screamed their approval. Magneto stepped towards the exit just as it opened sharply to reveal three guards.

"Ah," Magneto said lightly, smiling broadly. "Right on time, sirs."

Confronted with the spectacle of dozens of freed mutants, the guards clung to their guns and long-form tasers shakily. Magneto swept them aside with one imperious gesture. One ran. Another felt to his knees.

"Please," he pleaded with the metal-bending mutant. "Please, we were just—"

Magneto tightened his hand, and the identification tag the guard wore tightened around his throat, cutting off his air supply. The man gasped, grabbing at it desperately, as it choked him.

"Excuses," Magneto muttered as the man died. "Always excuses."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring Xander Berkely

Aaron Stanford

Chris Pine

and

Ian McKellen

With Terrance Zdunich as Sinister

Written by Craig Silverstein

Directed by Danny Cannon

* * *

><p><span>Cell Block 247, 3000 ft. Below Surface, Genosha<span>

"Do you know when they'll come?"

Park turned to Jubilee, who had tried so hard to keep the tremor from her voice, and gave what she supposed was an encouraging smile.

"It's impossible to know, for sure," Park explained. "They keep it irregular — so they can keep you always afraid of it being the time."

"Oh." Jubilee swallowed.

"Hey." Parker crossed his arms over his knees. "Listen. When they come for you, I promise — I'll fight 'em. They might decide to focus on me, or they might think I'm valuable to you, and if they torture me, you'll break."

"But I don't want them to torture you!" Jubilee protested. Park smiled his crooked smile. "I know. But I can take it."

"Park, I don't want you to—"

The alarm blared, ringing into the cells, muffled, from the outside. "Warning, unauthorized personnel on premises. Breach of containment cells. Warning . . ."

Jubilee and Park rose to their feet along with the other mutants in their cell block. "What is that?" Jubilee questioned softly. She turned to look at Park, whose eyes were fiercely alight. "Park?"

"I knew it," Park whispered fervently. "I knew it. I knew this would happen, it had to happen. I knew it."

"What—" Jubilee's question was cut off as the door to the cell block opened and three guards and a man in a lab coat hurried inside. They looked around at the cells, and then pointed to Park and Jubilee. The two mutants stepped back as the guards hurried towards them. When they moved close to the barrier, Jubilee could hear their muted voices through it.

"All of them?" one guard was asking the man in the lab coat.

"Yes," the lab coat answered. "If there's been a breach we need to observe the protocol. No one can be allowed to find the evidence of what we've done here. We need everything incriminated gassed."

Jubilee had been taught many things at the Xavier Institute. One of them was to read between lines, and understand different forms of speech. "Park! They're planning to destroy the evidence because of the breach — to kill us!"

As the words left Jubilee's mouth the left side of the barrier was raised and the guards stepped inside, guns and tasers raised.

Faster than she could have ever imagined, Park slid under the raised guns, his leg streaking out to knock away one of the guards from under him. As the man stumbled, Park grabbed the taser in his right hand and turned it around on him, into the guard's thigh. As the man shrieked, Park used his left arm to yank away the gun and with rapid fire precision. Just as quickly, he aimed and fired it with deadly accuracy into the other guard's head.

The third guard aimed his weapon just as Park was turning to fire on him. Jubilee saw her chance and bounded across the floor, knocking the gun downward with an arcing roundhouse kick. When the guard turned his head to her, she hit his windpipe with a scissor strike, making him choke. A blow to his temples sent him to the floor.

"Nice, little sister," Park praised, smiling, as he rose from his knees to stand. He was still holding the gun. "Very nice."

Jubilee couldn't hide a grin. "I had some good teachers."

Park's smile slipped aside when he spotted the cowering doctor trying to slip away. "Oh no," he snarled.

"Park, we—"

Jubilee winced, working to hold her ground as the shot rang out, accompanied by the sick splattering sound of a skull and brains being splashed onto the floors and right barrier wall. Jubilee swallowed her very powerful urge to be sick before she faced Park.

"He would have killed us," Park said immediately, his voice reasoned. "He would've killed all of us. He had to die."

"I understand, but we—" Jubilee began. Park was already walking out of the cell.

"We have to hurry, more will be be coming," Park stated as he strode over to examine the mechanism on the wall the guards had pressed to open their cell. He turned around to cast another look at Jubilee. "They'll be out there, trying to kill others — other mutants."

Jubilee held his gaze for a moment. Park nodded, as if finding confirmation. He turned back to the mechanism, took a step away from it, aimed the gun, and fired.

Laboratory, South Wing of Subterranean Compound, 5000 ft. Below Surface, Genosha

"Warning, unauthorized personnel on premises. Breach of containment cells . . ."

"This is not supposed to happen," Essex muttered, pacing back and forth as his eyes roved around the laboratory. Scott rolled his own eyes. Behind him Alex grunted in pain, his grip tightening and loosening on Scott's arms. Alex let one of his brother's arms go, grabbing his own head.

"Alex?" Scott asked, trying to keep the worry from showing in his voice.

"My head," Alex groaned. "I need . . . more of that serum . . .Essex . . ."

Essex looked up, annoyed, but nodded. He strode over to one of the tables. Scott watched the bulky man delicately use a dropper to extract a tiny bit of an azure blue liquid from a hefty flask. He carefully squeezed the liquid into a small vial.

He moved over to Alex, who loosened his grip on Scott more as he reached for it. "Here we are," Essex said as he extended his arm.

Scott waited until his brother's fingers were just touching the vial to slam his elbow up and back into Alex's nose. With a cry of pain, the elder Summer's jerked back, knocking into the vial and sending it crashing to the ground.

"No!" Alex screamed in horror, letting his brother go fully to collapse to his knees, desperately trying to scoop up the fallen liquid. Failing, he turned towards the larger flask, only to see Scott slam his fist into Essex's face as the scientist tried to protect it. The younger Summer's picked it up.

"No!" Alex screamed from his vantage point on his knees. On the floor a few feet away, Essex was coughing, crawling away from the fray. "Please — Scott, you don't understand."

"I understand that whatever he's done to keep you his little slave is connected to this," Scott snapped. "What would happen if I dropped it, huh?"

"I would get sick," Alex said quickly. "My head would ache, my nose would bleed. After a few weeks I would start blacking out. Then losing breath. Then hair. Then I'd die. I'd die, Scott."

"Is that what he told you?" Scott said, gesturing disgustedly to Essex, who paused in his crawling.

"Yes!" Alex hissed. "Scott he did surgery, surgery on my brain—"

"You let that psycho mess with your brain?" Scott yelled. Alex moved as if to stand and Scott lifted the flask higher. Alex paused.

"Yes," Alex confessed.

"Why?" Scott demanded.

"Because I'm not like you!" Alex yelled back. "I couldn't just learn to control my powers! They were too much, and I had to stop before I killed someone!"

"So you sold your soul to him?" Scott said, gesturing towards Essex's general direction. "You didn't want to kill someone, so you came and worked for a mutant slave house?" Scott shook his head. "No. He cut more than your powers out of your brain, big brother. And this?" Scott raised the flask again. "This is just another of his lies."

Alex moved just as Scott did, leaping towards the younger man as Scott moved to throw the flask to the ground. Alex caught Scott's hand, and the liquid from the flask sloshed and spilled as brother struggled against brother for it. Alex was stronger, Scott knew, he had always known — but Alex was desperate. Desperation made him clumsy, and he had to try and save something, not destroy it. Scott let his brother pull the flask up, just towards his lips, and then kicked up with his left knee. It jarred his brother just enough for Scott to yank the flask downward, spilling the contents on the cold, stone ground.

"No!" Alex screamed, scrapping his hands on the floor as the liquid ran and flowed away, useless.

"Sorry, brother," Scott whispered as he brother rolled off of him, chasing after the tiny rivulets. "Whatever that is, it's not healing you."

"Essex!" Alex screamed, turning to look for the scientist. "Essex!"

Scott looked up as well. Nathaniel Essex was gone. The exit door to the lab was wide open.

Alex snarled, and pushed to his feet, running wildly after the man. "Alex, no!" Scott yelled. He started to force himself up, and then felt a wave of pain through his head. His eyes began to water — and then burn.

"No," he growled, recognizing the tell-tale feeling of his returning powers. Blinking away the pain, he pushed himself to his feet and ran after his brother.

Cell Block 3903, 3000 ft. Below Surface, Genosha

"Them ain' been 'round here in a while."

Rogue was flexing her hands, and it took a moment for Remy's words to register. She turned to look up at the Cajun, who stood with his face nearly pressed against the glass. "Who?"

"'Dem guards," Remy answered, eyes roving around the empty cell block. "Ain' been back here. That warnin' still goin', but nobody came down our area. That means either they killin' the people who doin' it . . . or they plannin' on fixin' up this whole place."

"Fixin'?" Rogue was still looking at her hands.

"Fixin' — killin'. They ain' gonna want this gettin' found, them. They'll burn it. Burn us." Remy took a step back, touching the barrier gently with expert fingers. "We gotta break this down, chere."

"Remy, I feel stronger."

"Well good, 'cause when dey come—"

"No, I mean — I feel stronger."

Remy turned and met Rogue's scared, pained gaze. Remy opened and closed his mouth, his face running the gamut of emotions from despair to hope. Rogue held his gaze until it hurt to do so, and then stood up.

"I think I can break it," Rogue said, going over to the wall. She swallowed hard, and laid one hand against the surface. Then she took a step back, and kicked the barrier with all her newly returned strength. A wave of fury and loss came over her. She slammed into it again.

The barrier splintered. Rogue pulled back to kick again, and felt Remy's hand on her shoulder. She flinched, pulling aside.

"I t'ink I feel mine . . . back too," Remy said softly. Rogue nodded, and took a deliberate step away from him. Remy rubbed his hands together, building up a soft glow of kinetic energy. He pressed his hands to the splinter, letting it glow brightly, before quickly stepping aside.

"Back, alle, move!" Remy took Rogue's hand. For a moment they looked at each other, Rogue frightened, Remy aching. Then he pulled her to the other side of the cell, yanking her down to the floor where they knelt. Remy threw up his arm as the barrier shattered with the force of his energy, protecting Rogue's now invulnerable face.

Rogue thought of blaming the hammering of her heart on the force of the explosion, and the rush of blood to her cheeks on the heat from the shattered barrier. But when she looked up, her forehead nearly brushing against Remy's and met his black-and-red gaze, she knew lies were useless. Inches from skin-to-skin contact, Rogue couldn't prevent herself from leaning in closer. Remy's eyelids started to flutter, his heart jackhammering loud enough for her to hear.

No, that wasn't his heart. Those were footsteps. Rogue turned instinctively, and Remy pulled back, blinking and shaking his head. Rogue stood up, putting some distance between them as she spotted the man running down their cell block.

"Hey!" she cried. The man stopped and turned — it was the large, hook-nosed scientist.

"You!" Rogue snapped. She moved forward. The scientist turned from her to Remy. Remy grabbed her wrist. Rogue froze at the contact, terrified until she remembered he was now wearing his gloves.

"Non," Remy stopped. "We can' waste time on him, chere. Gotta find the rest o' our people, oui?"

Rogue turned to look to Remy's almost pleading expression, and then back to the scientist. Essex grinned nastily, and Rogue felt herself pull towards him. Remy tightened his grip. "Chere!"

Essex fled out the exit. Rogue pulled her hand from Remy's. "Right, fine. We gotta find the rest. Where do we start?"

Cell Block 8, Room 375, 4000 ft Below Surface, Genosha

"Make sure to position yourselves at every point of egress."

"Yes, sir."

The guards moved to station themselves around the self-contained metal box. The scientist, Dr. Lehman, inspected them carefully before nodding. Moving to the wall, he uncovered the panel that controlled the containment cell. He counted down on his fingers, making them visible to the guards. Three . . . two . . . one. He pressed the code. The cell lifted up, the panel farthest from him coming up first.

There was a grunt and a scream. Dr. Lehman looked up wildly, but was unable to see over the other, slowly rising panels.

"Carson!" yelled one of the guards. "Carso—"

There was a shriek, and then a gurgle, and Dr. Lehman leaned over to look as the left side panel lifted. On the ground lay a dead guard, his head cracked and bleeding, shot with his own gun.

Dr. Lehman didn't wait to hear the screams of the other two guards. He turned to the wall, hurrying to type in the code to reverse the cell containment. Behind him he heard another scream and drop. He rushed to type in the final letter.

"Freeze." He felt cool metal on the back of his head. A chill went through his body — no, through the air itself.

Dr. Lehman removed his hand. He turned slowly, and met entirely white eyes. He swallowed as the very angry mutant pressed the gun to his head. Breathing heavily, he elected not to plead. He waited instead for death.

The woman before him seemed to be debating, struggling with herself. Dr. Lehman waited, knowing his fate was in the hands of this furious woman's conscience.

She lowered the gun. Dr. Lehman let out a sigh of relief, his face unable to resist breaking out into a smile.

The smile froze on his face as the woman pressed a hand to his chest, and he felt unbearable, painful heat spread though his body, frying his nervous system, overloading his brain. As a scientist at Genosha he had applied shock to others, but never felt it himself. Shaking, his teeth chattering, Dr. Lehman felt the full force of a lightning strike run through his entire body. The last thing he would ever remember would be his own reflection in the woman's white eyes.

**COMMERCIAL BREAK**

* * *

><p><span>Cell Block 495, 3000 ft. Below Surface, Genosha<span>

"What are they doing now?"

John swallowed and squinted at the screen that showed him and Bobby Kitty's still form. A man in a lab coat had entered, escorted by two guards. "I don't know," John replied, leaning in closer to the barrier. "It looks like . . ."

The lab coated man started pulling out the wires used to monitor Kitty. The man gestured directions to the guards, and one of them lifted his gun and shot at one of the monitors.

"What are they doing?" Bobby repeated. "Are they breaking her out? Are they on our side?"

John shook his head slowly. "I don't think so, bro, I think . . ." The scientist took out a syringe, flicking it. "I think they're—"

"They're killing her!" Bobby completed. "No! No, goddamnit!" He pounded at the barrier, helpless. The scientist pressed the tip of the syringe to Kitty's skin. John swallowed, unable to look away as another person he had known was killed.

The scientist paused, looking up and towards the door his expression confused, then fearful. "What's going on?" Bobby asked, unable to see the door into the room on the screen. "What is it?" On the screen one of the guards raised his gun and fired, only to have the bullet ricochet and imbed itself in his colleague. The guard strode forward, and found himself promptly slashed through the neck by a pair of claws.

"Logan!" Bobby cried aloud. The burly mutant moved into the sight of the camera, accompanied by the armored up Piotr and Sid. The lab coat was visibly trembling, his mouth moving, probably begging. Bobby felt no sympathy for him as Piotr slammed his metallic fist into the whimpering man's face, knocking him out. Sid and Logan were gently working to get Kitty free of the straps on the bed.

"They're coming for us!" Bobby said triumphantly. "They're coming."

"Yeah, hate to be the guy to destroy this magical moment of relief and justified violence," John stated, "but if they went to kill her, then they're probably coming for us too."

"Let 'em try," Bobby said, seething, "they—"

The door at the end of their cell block slammed open, and both boys tensed up, readying for a fight as the hook-nosed man barreled down their hall. They moved closer together, side to side, their mutual training taking over when he neared their cell. But the hook-nosed man ignored them completely, heading straight for the door at the other end.

"Okay," John said as he exited, "so _he's_ not our imminent death. Maybe—"

The door slammed open again, and another figure came running down the hall. The boys put up their hands again, but the athletic blonde man just continued running, following the same path out the other door.

"Okay, what is this, a Benny Hill sketch?" John complained. "Either kill us or don't, but—"

"Scott!" Bobby yelled, as a third person came into the cell block, this one recognizable. "Professor Summers!"

Quickly realizing the determined Scott couldn't hear them, Bobby bashed his fists into the barrier, waving his arms. "Come on, come on!"

Scott's eyes glanced over the sides of the cells, and he continued running for a few paces before stopping. John joined Bobby in waving his arms and banging the barrier to catch the mutant professor's attention.

"Come on, let us out!" John demanded, as Scott's eyes landed on them. "Yo, he sees us."

"Professor!" Bobby said joyfully. "Come on!"

Scott clearly recognized both boys, but his gaze kept going down to the other door, where the previous men had run. "Come on," Bobby said, opening his hands. "What is he doing?"

"Debating, I think," John said. Bobby shook his head. "No, he has to help us—"

Scott's face looked agonized, but he appeared to take a deep breath. He motioned at Bobby and John, moving his hands sideways. Bobby grabbed John, yanking him into the left hand corner, as Scott winced, squinted, and then opened his eyes fully. A weak but effective blast emanated from the optically powered mutant's eyes, blasting a hole through the barrier.

Bobby immediately jumped to the break and clambered through, ignoring the slashes to his skin. John followed as Scott moved closer, now using his hand to shield his eyes.

"Logan and Sid and Piotr are here," Bobby said as soon as he was free. "They found Kitty. We have to get them."

"We have to—" Scott made as if to look out the exit door again, and then stopped himself. "Okay. So they're free? What about Remy, Rogue, and Jubilee? Have either of you seen Storm?"

"No," Bobby answered. "But we better find 'em fast. I think they're gonna try and eliminate us all — get rid of the evidence."

"They've locked up hundreds of powerful mutants down here," John said, looking around the cell block at the other residents, who were pounding on their barriers, begging for freedom. "If we break even some of 'em out — we can't lose."

"Powers come back slowly, if they haven't injected you," Scott said, now keeping his eyes shut entirely. "We'll need to find weapons, or it'll be a slaughter."

"Oh, it'll be a slaughter," John stated dryly. "I don't think there's any stopping that."

Ground Floor, Lion's Paw Resort, Genosha

The elevator opened, and Jubilee blinked as she got her first look at sunlight in days, streaming through the windows in the long marble halls of the hotel. Beside her Park led the others who had joined them out into the blazing light, many stumbling, blinking.

"It's like they don't remember sunlight," Jubilee noted aloud.

"A lot of them don't," Park said darkly. Jubilee turned to question the scarred mutant further when three guards moved to cut off their group, raising guns.

"Stop right there, right where you are," the one in the center demanded. Park growled, and took a step forward. The guard clicked the safety off his weapon.

One of the mutants in their group, a middle-aged woman, gave a high-pitched scream of rage and leapt towards the guard. The guard whirled and fired, shooting the mutant in the stomach. He lowered his weapon, apparently shocked by having actually fired.

It was the wrong decision. The group of mutants gave a collective scream that chilled Jubilee down to her bones, and loosed themselves on the guards. The first guard went down under three tall, angry male mutants, brought to the ground by their bare hands. When the other two guards turned to help their comrade, two female mutants leapt at one, one knocking the gun to the side, the other clawing at his face.

Park acted quickly to prevent the third from firing, kicking the legs from under the guard. Jubilee jumped into action as well, grabbing for the gun and slamming her right elbow into the larger man's chin. He sputtered, spitting up a little blood. Jubilee used the open to pull his gun forward, and when he contracted, pulling back, she pushed, sending him to the floor. She grabbed the gun in his dazed confusion, and slammed the butt of it into his temple, knocking him out cold.

"I got him," Jubilee confirmed, looking around for Park. She turned and saw the Filipino mutant rise to his feet, grabbing the gun the second guard had let fall. He raised it and fired two shots into the man's head, blasting brains and viscera all over the clean hotel floor. He looked up at Jubilee and smiled. Behind him, the third guard was screaming in agony, his gun out of reach, as the female mutants clawed, scratched, and bit at him, blood seeping out into a puddle around his prone form. Jubilee swallowed down bile as the man begged for mercy.

Landing Bay, Air Strip, Genosha

"Start it up!" Hodge bellowed as he strode across the concrete and towards the helicopter waiting for him. "Get it moving, now!"

"Sir, we don't have any flight plan," said a man in orange, navigating around the cones delineating where the path of the take-off was marked out. "Are you heading out for business, or—"

Hodge grabbed the smaller man by the scruff of his neck and pulled him in. "Do you hear that?" he whispered harshly. The man in orange swallowed, and vaguely made out the sound of warning bells and a repeating female voice from below. "Those sounds? Mean there's been a breach. That means if we don't get off the ground and out of here, right now, we're all going to be caught, and torn apart by a bunch of angry mongrels."

"Mongrels? I—" the man in orange stuttered.

"Mutants!" Hodge roared. "We'll all be killed by mutants! Do you want that kind of death, Anderson? Or—"

Hodge's head snapped up at the sound of thousands of pounds of metal rising. The helicopter lifted itself into the air — despite the absence of a pilot.

"What the hell?" Anderson whimpered. Hodge let the smaller man drop as he watched his escape plan rise up a couple hundred feet, before hurtling over the edge of the landing bay. Hodge ran forward and looked over the edge just in time to see the helicopter slam into the waiting ocean below.

"Mr. Hodge," said a jovial voice from behind him. "Leaving so soon?"

Hodge swallowed hard before turning around. He forced himself not to cry out as he witnessed the mass of mutants before him, all led by a single, elderly man wearing an upsetting smile.

"I would certainly hope not," said Magneto in a booming voice intended for his audience as much as Hodge. "The mongrels are out of their cages, Mr. Hodge. And we are not done with you."

**TO BE CONTINUED**


	29. Chapter 29

A very Merry X-Mas!

_Hello! Breaking the fourth wall here to apologize deeply for the very, very long wait I have kept you all in! As much as I wish this could be my day job, and that I could be actually writing for this as a real show, ala the fabulous "Gotham", in real life I am an author, and I have been very busy with my third novel, and needed to take some time to work on it. If you enjoy my work here, please DO check out my novels, "Altered" and "Shattered" in The Academy Series, available on Amazon or Barnes and Noble (my name is Aubrey Coletti, it won't let me show my website) . I truly appreciate each and every fan of this story, and I want you to know I have been thinking of all of you! In that vein, here is the finale to this season of "Mutant High!"_

**Season Two, Episode Fourteen: Horizons, Part 2**

Cell Block 321, 2000 ft. Below Surface, Genosha

The elevator dinged open, and the blood spattered white-haired mutant emerged into a sea of screaming, rioting mutants. Ororo's eyes turned white in defense as she watched the furious rabid mutants smash their glass cages, rip wires from the walls, and drag pleading, crying human guards across the floors. The mayhem and violence were so shocking even the seasoned warrior and former queen needed to take a moment to collect herself, ignoring the mutants who forced their way around her and into the elevator, desperately trying to reach the surface.

Ororo saw two young mutants, one with skin that appeared to naturally resemble third-degree burns, the other with yellow flecks all along his arms, drag a female Genoshan scientist by her hair to the ground. While the yellow flecked one held her down, the burned one started to rip her clothing off, laughing at her pleas and screams. Ororo sprang instantly into action, raising her arms and summoning up all the air in the extensive halls. "Enough!" she bellowed, her voice magnified by the wind, and shoved the air at both young men, hurling them away from the woman. They skidded across the floors and slammed into other mutants, who stumbled over them in their haste to either get away from the violence, or engage in it. Ororo walked over to the still gasping woman and pulled her to her feet. The woman, young, blonde, and shivering, started to mumble what sounded like a thank you, before catching sight of Ororo's still white eyes. With a painful screech, the woman broke away from Ororo and made a run for the elevator.

"Professor! Ororo!" Ororo heard her name called and turned to see John and Bobby running towards her, leaping over and dodging the fleeing and fighting mutant madness around them. Scott was not far behind, looking in distaste and distress at the violence around him. "Boys!" Ororo said, abandoning any professional, teacherly distance when they came into range and grabbing both adolescents to her, hugging them tightly. Bobby clung to her hard, while John squeezed her and then pulled away, looking wary and shy. "I— I was . . . here," John muttered by way of explanation.

"I'm so sorry, John," Ororo said as softly as she could while still being heard over the cacophony around them. Scott drew level with them, his face hard. "Have you seen the others?" he asked immediately. Ororo shook her head.

"Professor Logan, Sid, and Piotr are here, they found Kitty," Bobby said quickly. "We saw them on the monitors, but we don't know where they are."

"Have you seen Remy, or Rogue, or Jubilee?" Ororo asked, raising her voice as a great crash came from down the halls.

"No, and this place goes on for miles," Scott said. "And down below there's—" Scott stopped himself, looking away. Ororo scanned the mayhem of the halls around them. "I think we need to get to the surface," she decided. "Down here it's just a free-for all. Everyone who's not participating is trying to get out and up."

"Yeah, there's a lot of participation going on," John said dryly, looking around at the devastation caused by the angry, rampaging, recently freed prisoners.

"This is only going to get worse unless we stop it," Ororo said darkly, thinking of the blonde woman.

"_If_ we can stop it," Bobby said grimly.

"Let's get to the surface," Scott ordered. "I can't breathe down here."

Ground Floor, Lion's Paw Resort, Genosha

The elevator opened and Remy and Rogue stumbled out along with ten other tightly packed mutants who shoved and pushed over each other in an effort to run into the sunlight. The elegant hotel was in ruin, glass windows smashed, lion statues toppled, and a sickening trail of blood dirtying the marble floor. Rogue pulled as close to Remy as she dared as they stepped out, trying to identify anyone they knew in the melee. One handsome Filipino mutant appeared to have gathered a following, and was monitoring the only other entrance, a stairway to the lower floors. Mutants who stumbled through it were helped up. Scared human scientists or workers who had the misfortune to find their way out were greeted by a gang of very angry former prisoners.

"Remy, look!" Rogue pointed over at the gang. "Jubilee!"

The littlest X-Men turned at the sound of her name. When she spotted her friends she ran, dodging and leaping over cowering or fleeing mutants, to meet Rogue and Remy in the center of the hotel floor. Rogue almost hugged Jubilee when they reached her, just managing to hold herself back. Remy grasped the Chinese-American mutant's shoulder. "You okay, petite?"

"Yeah, I mean, no, I mean—" Jubilee looked over her shoulder at Park and his gang. "It's bad. It's revenge central up here. I don't think I can stop them."

"You'd hurt yourself tryin' all alone," Rogue soothed. "We gotta find the others."

"What if they can't get to the surface?" Jubilee worried. "We're all—"

A shout of fury and the sound of raised voices called their attention again to Park and his boys. Remy took a step back as Essex shoved his way past Park's boys, throwing one of them off with a shove of almost supernatural strength. Alex followed close behind him, leaping over the all mutant barrier after his prey. Park headed Essex off with a low kick to his ankles, causing him to stumble and fall. His boys recovered as well, blocking Alex's access as Park slammed both elbows into Essex's back to drop the scientist. He moaned, half-conscious still, as Park grabbed his wrists and pulled him up to his knees.

"Park!" Jubilee ran over to her new friend, Rogue following close behind, Remy hanging slightly back. Park looked up, his smile victorious. "We got one of the big ones, kid," he said triumphantly. "I saw him take away mutants who never came back."

"He's mine!" Alex screamed, trying to fight his way through Park's crew. "I need him!"

"Get in line," Park growled. Remy looked desperately around the group, anywhere but into Essex's eyes.

"If he hurt that many people he should face justice, not this," Rogue argued. "You can't just — just judge people randomly, we don't know what they did."

"You really think anyone not a mutant down there is innocent?" said one of Park's boys, a mutant with facial scars and a spiky mohawk, snarling.

"We won't know if you kill them all!" Rogue snapped. Jubilee nodded vigorously. "Besides," Jubilee added. "If we just kill them the world won't ever know what happened here! We need everyone to know about Genosha and what they did. They have to be able to testify!"

Park seemed to consider Jubilee's words. "Alright," he said. "This one we take with us."

"Good," Jubilee said in relief, Rogue nodding as well. Remy looked down, his jaw hard. Despite his attempts, Essex caught his eye. The dark scientist grinned despite the cut on his lip, and winked.

Lion's Paw Resort Beach, Genosha

Logan, Kitty, and Sid stumbled after Piotr through the hole he had smashed into the hotel wall and into the burning African sunlight. Logan growled as the mutants who had collected around them streamed up out of the darkness and past them onto the sand. "Where the hell are we?" Logan growled, squinting.

"Out," Sid said, breathing a sigh of relief. "Out of that hell hole. Thank God." Kitty leaned against Sid in exhaustion.

"Perhaps not just yet," Piotr warned, pointing at the sky. The other mutants looked up, along with the rest of the people milling around on the beach. Above them a gigantic, damaged jet plane lowered itself slowly to the beach below. Atop it stood balanced a number of people who gradually became clearer as it came down.

"Great," Logan grumbled. "Just what we needed. They got Mags, and couldn't manage to get rid of him."

"Brothers and sisters!" Magneto bellowed, his voice carrying to the stunned mutants ranged all over the beach. "I present to you your tormentors. They tried to cage us. They tried to destroy us. And they tried to run. But they could not escape the long reach of our justice." Mutants scattered as the plane, creaking and groaning, hit the ground, kicking up piles of sand. "So," Magneto said, his grim smile visible to the surrounding crowds. "Shall we show them how far the arm of justice reaches?"

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring Xander Berkely

Aaron Stanford

Chris Pine

and

Ian McKellen

With Terrance Zdunich as Sinister

Written by Craig Silverstein

Directed by Danny Cannon

* * *

><p><span>Ground Floor, Lion's Paw Resort, Genosha<span>

The elevator dinged that they had arrived at the ground floor, and Scott, Ororo, John, and Bobby got into fighting stances as the door opened. It revealed a mostly empty hallway, with the remaining people streaming out the far door into the sunlight. Bobby narrowed his eyes at the backs of the people leaving, and then ran out at top speed. "Rogue!" he yelled. "Jubilee, Remy!"

Rogue and Jubilee turned. Park and his gang, already half out the door, continued down the stairs to the beach. John jogged after Bobby, Scott and Ororo bringing up the rear. Bobby pulled Jubilee into a tight hug as soon as he reached her. "We didn't know if we'd ever find you guys," he said as Jubilee clutched him back just as hard.

"We were tryin' to find y'all, but it's mad down there," Rogue said, hanging back as Bobby clapped Remy's hand with his. "We— John!" Rogue said in shock, her voice fading into a stunned whisper.

Jubilee and Remy turned as John shrugged, his face a mask of bravado that didn't conceal his nervousness. "Funny us ending up here, isn't it, Mississippi?"

"Who's this, hmm?" Remy demanded, his accent thickening as he didn't bother hiding his glare at the newcomer.

"Pyro," John stated. "IceMan's counterpart. I used to ride with the X-Men before I left for—"

"Magneto," Ororo interrupted, looking out through the glass. "What the hell is he doing?"

The others turned to through the glass to the scene playing out on the beach. On top of the jet taking up half of the beach, the small but visible figure of Magneto was addressing the crowds.

"So I guess he got out—" Bobby began, when John pushed past him and ran out the door. "Hey, John! John!"

Ororo groaned as Bobby ran out after his friend, and was quickly followed by Rogue, Jubilee, and Remy. "I forgot what a problem that boy is," Ororo groused as they followed their charges down the stairs and into the crowds.

The sea of mutants had taken over the beach, meaning that the X-Men had to fight to get to a vantage point where they could view the proceedings on the jet. Luckily, Magneto's voice carried easily over the crowds.

"So you deny your crimes, even here, confronted by the many you have wronged?" Magneto boomed, playing more to the angry mutants than to the cowering Hodge.

"I'll deny or admit to crimes when I am tried in a court of law," Hodge insisted, raising his voice as high as he could, despite the boos that greeted him. "This isn't a court, this is a travesty. You're showing the world that this is all they can expect of you."

"The world, Mr. Hodge?" Magneto questioned. "Do you not see all the nations of the Earth spread out before you, brought here by you?"

"All I see is a bunch of animals who can't be bothered with the laws of justice, conducting a lynching," Hodge bellowed. The mutants below him roared in fury, and Magneto didn't hide his own grin.

"He's a hypocritical bastard, but he's not entirely wrong," Scott noted. "We have to stop this, if they kill him here then we'll never be able to show the world his crimes."

"You got a plan?" Ororo questioned. "Because if we don't act now—"

"Then you have nothing to say in your defense?" Magneto questioned. Hodge looked up and over at the faces of the mutants looking at him with murder in their eyes, and sneered, rising with difficulty to his feet. "You want me to say I regret my work. That I feel pity, or sympathy for you. That if I could take it all back, I would, because your lives have worth and meaning. Well keep your hate. You're all trash, deformed monsters. You make me sick. You've infected our world. I don't regret all this for an instant."

The mutants screamed, howled, hollered. Magneto gave an exaggerated sigh. "And so you pronounce your sentence upon yourself," he stated. "Mingle with the infected."

With more force than would be expected for a man of his years, Magneto put his foot on Hodge's back and kicked the man off the jet. Hodge toppled to the sand below, his finely tailored suit ripping as he landed. For a moment there was almost silence, as he pushed himself to his knees with his elbows, and looked around him. Then the mob descended.

They moved en mass, a swarm of mutants of every color and stripe, onto the screaming and pleading Hodge. They piled on, so that it was impossible to see what was being done to him, but his high, begging wails, and the sounds of ripping and the spurts of blood shooting into the air were illustrative enough. Ororo grabbed Bobby and Jubilee with either arm in horror, as Scott seethed, unable to find a way to stop the slaughter. It continued until Hodge's screams weakened, and then faded into silence.

"My brothers, my sisters," Magneto continued, seeming to gain strength from the rising violence of the mob. "We've dealt with one crime against mutant-kind. Some may call into question our right to judge our oppressors. But I say, the only fair court is a court of our peers. Here we can make our own justice!"

The crowds roared in approval. Magneto raised his arms to accept their praises. "He's going to milk this for all it's worth, no matter how many people he kills," Jubilee said in disgust.

"It's not like Hodge was innocent," John argued, folding his arms nonchalantly. "None of these people are. You think the guy they're taking to the stage now was nice and cuddly to all his mutant lab rats?" He nodded at the jet, where Park and his gang were hoisting up a struggling Essex.

"Essex!" Scott swore. He pushed into the crowd, elbowing others aside as he moved closer to the jet.

"Scott—" Ororo started to protest, and then rolled her eyes and gave up. She followed him along with Bobby, Rogue, Jubilee, and John. Remy reluctantly slunk along behind them, moving with his thief's skill through the crowd.

"Do you know this man?" Magneto questioned dramatically, as his cronies dragged Essex into view on the roof of the jet. The crowd roared back, a cacophony of screamed crimes one over the other. Magneto held up his hand and the crowd quieted — he commanded the rise and fall of voices with the ease of a stage magician in his element. "One at a time. I assure you he will pay for all of his sins."

"He killed my brother!" screamed one voice, shrill and feminine. "He tortured him for hours, I saw—"

"He's the other guys' right hand man. He's one the one who stripped our powers!" yelled someone else. More people started to speak over each other. Magneto tried to raise his hands for silence, when one voice rose loud above the others.

"He killed my entire family! Forty mutants at once! He massacred them! All of them!" The voice was young and female and thin but the entire beach of bloodthirsty mutants fell silent at the claim.

"Come forward, please," Magneto said. The X-Men watched as a space was made for the accusing mutant in the crowd.

"I can't see her," Jubilee whispered loudly. "She must be shorter than me."

"Come up, my sister," Magneto said grandly. "Speak to us." Two of the mutants at his side pulled the tiny mutant up. She turned to face the crowds, small and fragile-looking in her pale, tattered pink dress, her violet eyes wide.

"Wait," Rogue said. "Don't we know her? Remy— Remy?" She looked around for her boyfriend, but couldn't locate the Cajun.

"Come, please," Magneto said with the deceptive gentleness his voice could hold. "Tell us about this massacre of mutants."

**COMMERCIAL BREAK**

* * *

><p><span>Lion's Paw Resort Beach, Genosha<span>

"I can't see a damn thing," Logan growled, straining to look over the heads of the much taller mutants in front of him. "Who're they murdering now?"

"I do not like this crowd," Piotr said, his accent thickening in fear. "These people are angry and unstable. They are ready to kill, and I do not think they will wait patiently for Magneto to drag every member of this island's group out to kill them."

"We should find our people and get out, before this place becomes a bloodbath," Sid advised, his hand wrapped tightly around Kitty's waist. The tiny wall-walking mutant grimaced in pain and let her head rest on his shoulder. Logan sniffed the air.

"They're close," he determined. "C'mon. Let's find the rest and get the hell off this goddamn island."

* * *

><p>The violet-eyed mutant girl opened her mouth to speak, but, as if tired by her screaming accusation, couldn't raise her voice to reach the masses. She motioned for Magneto to come closer. He bent down and listened to her whisper. Then he nodded, and straightened up to address the boiling, restless crowds.<p>

"Our sister here does not give her name," Magneto said, his voice pitched low to carry over the beach. "She once had a family, she says, who lived underground, because they feared the hatred and recriminations of the humans on the surface."

"Of course he'd figure out a way to tell the story," Scott said scathingly. "Anything she tells him he's going to filter through his anti-human message."

Magneto had finished listening again to the tiny mutant girl's whispers, and he stood up to speak. "She says they remained underground, safe, hidden. Hiding in the dark and the tunnels. Then one day, a betrayer arrived. Her family began disappearing, one by one. Taken for the foul experiments of the man before you."

The crowd booed and hissed. Bobby rolled his eyes. "I have no problem believing he did it," Bobby muttered. "But Bolts is milking this." Rogue was gently pushing at the mutants around her, trying to locate Remy.

"Then, one night, the betrayer struck in force," Magneto was narrating now, holding his audience spellbound, "and enacted his sinister plan. With the help of his accomplice, he stormed the tunnels where these mutants were hiding, in fear for their life. Well they should. He butchered them with unrelenting savagery. Bodies cracked and broken. Children ripped from the arms of their mothers, mothers cut open to see what was inside that made them so different from _normal_ people. Our friend here sat crouched with blood splattered over her while the man you see before you laughed, pleased that he had enough specimens for his experiments."

The crowd grumbled and a few members screamed, "String him up!" Ororo shivered in disgust. "He could be making all of this up," she declared. Magneto raised his hand for silence. "The man you see before you is accused of many crimes," he stated. "Not only of this horrible massacre, but of prolonged torture, of experimentation on us as if we were rats. We will—"

The tiny violet-eyed mutant interrupted Magneto's speech with an eldritch scream. His face momentarily showed irritation at being interrupted, before he looked to where she was hysterically pointing. "Him! Him!" she shrieked. "Red-eyed! Diable! Diable!"

Magneto recovered quickly, gesturing for the men around him to grab the object of the tiny female mutant's rage. Park and several others descended. There were the sounds of a scuffle, and then a blast of red-purple energy. The X-Men watched, stunned, as a struggling Remy was pulled up onto the jet.

"No!" Rogue gasped as Park and his cronies forced the still resisting Remy to face the crowd. "Is this the betrayer who exposed your people to the massacre?" Magneto demanded. The violet-eyed girl's face was twisted with hatred as she pointed at Remy. "Him," she said audibly. Remy seemed to be trying to talk to the little girl. She covered her ears and knelt down, shaking her head against his words.

"This is worse than we could have imagined," Magneto shouted. "A mutant betraying other mutants. This is the worst kind of degradation." Park and his boys held Remy by his arms and forced him to look back to the crowd. The mass started to reach fever pitch, and something was thrown at Remy, slashing him across his face.

"We have to stop this." Rogue demanded hysterically. "Now!"

"I agree," Scott said. Narrowing his eyes, he aimed and fired an optic blast right into Magneto's chest. The old mutant fell back from the force of it, his face the picture of shock, as if unable to comprehend anyone striking him down in a moment of triumph.

The crowd was unnaturally still for a long moment. Then the violet-eyed girl screamed. Like the releasing of a dam, the powder keg of mutant rage exploded. Angry mutants streamed towards the stage, fighting to climb up the jet. Taking advantage of Park's confusion, Remy bent his knees and executed a backflip, knocking the Filipino mutant back and freeing himself. He landed on his feet, but was immediately assailed by four furious mutants from the crowd who had managed to climb up the jet.

"They're gonna kill him!" Rogue screamed. She plunged forward into the crowd, fighting against a gigantic tide of angry mutants. "Rogue!" Bobby screamed. "Wait!"

"Oh, this is enough," Ororo stated, her eyes going white. She raised her arms and the winds rose with them. She twirled her hands, and then shoved them forward. The gale force winds slammed the mutants in their way aside, leaving a clear path to the jet. Rogue sped off at the downed plane, Bobby, Jubilee and John right behind. Reaching the broken wing, Rogue slammed one arm down on it, making a dent as she used it to propel herself up. Landing with a powerful thud, Rogue grabbed one of the mutants attacking Remy with her right hand and pulled, throwing the man twice her size over her shoulder. She elbowed a tall female mutant in tattered black clothes in the chin, and the woman spat blood as she stumbled back. A blast of red-purple energy forced two hulking mutants back, and for a moment Rogue had a glimpse of Remy's bleeding terrified face. She started to run towards him, and was tackled by one of Park's cronies. Park himself was dragging a tearful, screaming human woman in a stained Lion's Paw Resort apron up onto the jet. The woman was clinging desperately to a small girl with her eyes, who looked around her in terror.

"Park!" Jubilee yelled, scrambling up onto the jet. "Park, stop!" Bobby grabbed her hand and hauled her up after him, then turned to ice down one of Magneto's men.

Park turned, his face a mask of disgust and rage. "Little sister," he shouted, jerking the arm of the woman to throw her to her knees. "It's retribution time."

"No!" Jubilee shrieked over the near deafening sounds of the screams and blows of the fight all around them. Ororo and Scott had climbed onto the jet, and were fighting hand-to-hand with Magneto's men, as the old survivor himself fought to rise. "Park, that's a mother and a child!"

"Yes!" Park crowed. He grabbed the tiny, chubby wrist of the little girl in his left hand, and yanked her away from her mother, who moaned in desperation. "A perfect little human family. Meanwhile, my family is all dead because of them!"

"Not the girl!" Jubilee argued, dodging a falling mutant teenager that Ororo had knocked out with a deft kick. Jubilee ran closer to Park, who tightened his grip on mother and child. "She's just a kid!"

"So were we!" Park yelled back, blood streaming down his anguished, hateful face, his veins fit to burst. He pointed to the violet-eyed mutant girl, who was huddled down in the middle of the chaos, hands over her ears. "She said children were taken, killed. Mutant children. So now a human child needs to die. A life for a life."

"That's not justice, children are innocent," Jubilee screamed, pleading, as she made her way through the melee towards the furious Filipino.

"No one's innocent!" he screamed, and kicked away the crying woman with his left foot. He grabbed both of the little girl's arms, ignoring her tears and screams of pain. "If we let them live they'll grow up to be just like their parents," Park said, snarling. "Murderers. Monsters." He grabbed the little girl's neck, and squeezed both of his hands. A ripple of heat went through the air, and Jubilee saw the girl's face turn red as she gasped for breath. "NO!" Jubilee clenched her fists and heat curled around them, crackling blue and red in the air. She ran at Park, who let go of the little girl in time to throw his hands up and catch Jubilee's fists. His eyes widened in shock as he felt the building force of her plasma power. "They're humans," he tried to argue with Jubilee, his voice harsh. "They'll never accept us. If we let them live they'll become oppressors! Killers!"

"And if I let you do this," Jubilee forced out between gritted teeth. "So will you." Park snarled, lifting his foot to kick her, just as she let the energy in her hands release. Park was blasted backwards in a rain of red and blue plasmodia, his expression of hate turning to shock as he was propelled off the jet. Jubilee turned away from the crack of the fireworks, unwilling to hear his scream.

"Rogue!" Bobby yelled, as he iced up his fist and slammed it into one of the seething mutants trying to climb onto the jet. "Jubilee! Professor! We're gonna get swarmed!" All around them mutants piled one on top of the other trying to get onto the jet. Some were clearly looking to join in the fight, but others had looks of terror on their faces. The mob of mutants had erupted and turned on each other. The beach had become a killing field, with a stampede of people trying to flee the madness finding themselves crushed and trampled. Sunlight glinted off of steel, and Bobby squinted and made out a man of metal near the edge of the beach. "Piotr!" he shouted. "Guys! The others are—" Bobby's sentence was cut off as the jet started to shake and creak. He whirled around to see Magneto attempting to rise, and the plane rising with him.

"Rogue! Jubilee! Bobby!" Scott screamed, as the mutant he had been fighting toppled off the plane and to the sand below, where he was instantly swarmed by the sea of mutants. "Everybody, jump! Now!"

The jet rose higher, veering right, out over the ocean. Jubilee grabbed the terrified human girl. "Mama!" she screamed, and Jubilee turned to see the human woman sliding off the plane's wing. "No!" she screamed along with the child, as the woman fell over, plummeting to the water below.

"Everyone, I said abandon ship! Now!" Ororo screamed, slamming another kick into one of the men protecting Magneto. Magneto was firmly anchored to the metal jet, and he grimaced and made it rise higher. "Jubilee, jump!" Ororo ordered. Jubilee looked down at the terrified girl in her arms and pulled her in closer. "Hold your breath when I say," she yelled over the rising wind. The girl just whimpered as Jubilee steeled herself. "Oh God," she whispered. "Here we go." She faced the wing of the plane, gripped the girl tightly, and ran. She could still hear sounds of fighting behind her as she sped to the edge of the wing. She had only a moment to look down at the blue expanse below, before she was in the air and falling.

Bobby saw Jubilee go over the side out of the corner of his eye. To his right he saw John rushing to Magneto's side, holding onto the old man's shoulder. In front of him he could see Rogue kick the legs out from a mutant trying to hold Remy down. The Cajun scrambled to his feet as Rogue tried to stay on hers as the jet swayed. "Guys, we need to jump!" Bobby yelled. "C'mon!"

Remy looked wildly around the plane, his face scratched and bleeding, his clothes ripped. He saw the tiny violet-eyed mutant huddling in the center of the plane, whimpering. He ran at her, skidding and stumbling. She looked up in terror as he deftly swung his left arm around her waist and lifted her up onto his side. "Chere!" he yelled back at Rogue. "Alle!" Rogue nodded, and then ran over to Bobby who was perched at the edge of the plane wing. "Where's Jubilee?" Rogue screamed over the howling wind.

"She already jumped!" Bobby responded. Remy moved to leap and Bobby threw out his hand to stop him. "Don't! The fall could kill you!"

"We gotta get down 'fore it gets any higher!" Remy argued.

"I know!" Bobby set his jaw and threw out his hands. A sheet of ice erupted from them, arching down towards the water. "Now, quick!" he screamed. "Before it breaks! Rogue, go!"

Rogue knelt down and put her feet on the ice slide. Another jerk of the plane propelled her down it, screaming. Remy followed, skidding down sideways, the girl over his shoulder clinging to him as they fell almost vertically towards the ocean. Bobby started to step out towards his creation when another, sharper turn of the plane broke it. He watched in shock as his ice slide crumbled, leaving him no way off the jet.

"Bobby!" he heard Ororo yell behind him. "Jump!" He felt a shove and toppled off the edge, unable to hold in a scream. For a few awful seconds he was in free fall. Then he felt a rising, powerful wind turn him to the left, buoying him up. But he was still falling fast, descending rapidly. The water came closer and closer. He almost forgot to gasp before he slammed into the cold ocean, and was swallowed up by the sea, still going down.

**COMMERCIAL BREAK**

* * *

><p><span>Lion's Paw Resort Beach, Genosha<span>

Kitty screamed when she saw Bobby plummet to the ocean floor, a ragged, pained sound that died in a cough of agony. Sid tightened his hold on her, as they moved with Piotr and Logan to the water's edge.

"Can you swim, Tin Man?" Logan shouted, as he ran splashing into the water.

"I will," Piotr promised, de-steeling and plunging into the blue waters. Logan growled and dove in after him. The two bulky mutants swam hard for their friends.

Above them Ororo swooped through the clear blue African sky, diving down like a water bird to the ocean and grabbing hold of Scott's arms before he was dragged down to the depths. Straining and gritting her teeth, she pulled him up, raising the winds to pull them both into the air. With difficulty she held onto him as the winds swung her back to the beach. "Scott—" she tried to warn. "We're gonna lan—" They hit the branches of the palm tree with a thwack. Tangled in the fronds, Ororo had just enough time to recover and summon up winds before she and her fellow X-Man hit the sand hard.

Dazed, head splitting and ears ringing, Ororo spat out sand. "Prof . . . essor . . . Prof—essor!" She raised her head, the words coming slowly into her ears. It took another long moment for her to make out Sid and Kitty, who fumbled over to her, falling to their knees at her side. "Professor, are you okay?" Sid asked. Kitty looked pale and sick, and appeared to be swallowing.

"I'm . . . fine," Ororo replied, forcing herself to sit up. "Scott . . ." She looked over to where he lay, facedown. Sid crawled over to his teacher and touched two fingers to his neck. "His pulse is okay. He's alive."

"Turn him over," Ororo ordered. "Gently!" Sid rolled Scott over, keeping his neck and back aligned. Ororo watched Scott's chest rise and fall clearly, and let out a sigh of relief. "Kitty," she asked, turning to her student. "Are you okay?"

Kitty swallowed again, looking anything but okay, but nodded. "I'll make it. The others — Bobby, Rogue . . ."

"Look!" Sid said, pointing to the edge of the beach, where their friends were struggling out of the ocean. Jubilee was the first to put her feet on land. In her arms was the gasping, crying little girl who was screaming and reaching towards Piotr, who carried her unconscious mother over his shoulder as he pushed forcefully to shore. Logan swam behind him, almost in the shallows, dragging a gasping, conscious Rogue, and an unconscious Bobby. Remy passed by him, the little violet-eyed mutant clinging to his neck.

"Go!" Ororo ordered Sid, coughing. "He— help them!" Sid nodded, and ran to help Piotr, who was working to keep the woman's head above water. Logan finally made it to the muddy shoreline, Rogue finding her shaky feet and pulling away and tugging her shirt over her skin to keep him safe. The burly Canadian set Bobby down on the beach and immediately started CPR. Remy navigated around them as he carried the little girl to shore. Once on solid ground she struggled out of his arms, jumping down and turning to face him with a shocked expression on her tight little face. "You . . . kept me alive."

"Ain' the first time I done that," Remy asserted. "I brought you outta the darkness last time."

"Last time you brought the darkness on us," the little mutant shot back. Rogue and Sid looked over now. Bobby started to cough up water, and Logan pulled him upright and hit him on the back to keep it coming out. "You and the sinister one. Killed all of my family. Pretended to be friends. Lied. Lied and we died. You killed us all."

"I didn't lay a hand on none a' you!" Remy shouted. "I didn't know what he was gon' do, him, I just—" Remy stopped up short, looking around him at his friends. Ororo, Kitty, and Sid were staring at him in stunned silence. Bobby was still coughing, more quietly now, into Logan's shoulder. Piotr was laying down the woman on the sand, her daughter struggling out of Jubilee's arms.

"Is she lyin'?" Rogue's voice was ragged as she asked the question. Remy closed his eyes and didn't turn to look at her. "I didn't kill one of 'dem underground mutants. Le petite her don' remember righ'. I dragged her outta that hell."

"But you were there!" Rogue said, her declaration coming out like a desperate question. "You were down there when it happened. You . . . you were working with that man." When Remy stayed silent, Rogue kicked her way out of the mud and over to him, coming around to face him. He looked down, refusing to meet her eyes. "That's why ran when they brought him up," Rogue said, filling in the silence. "Were — were you just gonna leave us? Run off when we found out?" When he didn't respond, Rogue shook with anger. "Answer me, boy!"

"What I did before I met you don' concern you, chere," Remy mumbled, still looking at the sand. "Let it go."

Rogue's eyes widened in fury, and Jubilee gasped loudly as with a resounding smack, Rogue slapped Remy across the face. The force of it knocked him backwards, the touch of her bare skin making him shudder as he tried to sit up in the sand. "The hell! You gon' kill me den, chere?" he snapped when he had recovered. His voice was angry, but his red-black eyes showed his hurt.

"Why not?" Rogue hollered back, furious. Bobby made to get up and move towards her. Logan held him firmly down. "I probably should! Otherwise what's gon' stop you from sellin' us all out, like you did her people?" Rogue pointed righteously at the little violet-eyed mutant, whose pinched face now bore a dark little smile. "Huh? Why wouldn't you—"

"I would never do that to you!" Remy exploded, getting to his feet now and coming in closer to Rogue. Ororo tried to get up, her legs shaky, reaching out in a feeble plea for the fight to stop. The two lovers paid attention to no one but each other. "I would never do nuthin' to hurt you!"

"Why not?" Rogue yelled, her voice strained and pitched high with anger and pain. "Why? Why should any of us believe you? Why should I believe you?"

"Shut up, shut up, listen—" Remy tried to interrupt her tirade, but Rogue shook her head, her wet hair spraying all around them. "No! Why?" she screamed. "Why would you work with him? Why would you help him kill innocent people?"

"I didn't know he was gonna kill 'em!" Remy yelled desperately, eyes darting around at the other silent, staring X-Men. "I needed his help, he tol' me to lead him 'dere — thought he was gon' offer to help 'em, to work wi' 'em like he did me, help 'em with dey powers. I never thought he'd kill 'em an' take the children!" Remy swallowed, looking pale, young, caught. "I— I only had time to get her out."

"Yes. Her," Rogue snapped, pointing at the little mutant girl. "Her that we met in the tunnel. Her who you told me you never knew, her who you pretended you didn't recognize. You lied to me! You lied to all of us."

"How could I tell you?" Remy argued, his voice hoarse and sore, holding out his hands in a plea.

"How could you not?" Rogue responded. "How could you lie to us? What, you didn't want us to know that for the right price you'd sell us all out to a mass murderer?"

"I would never do dat to you!" Remy swore, moving closer, his voice lowering even more, his red-black eyes locked on Rogue's green-hazel ones. "Dere's no price they could pay me to sell you out."

"Why, 'cause we're all worth so much more than those mutants were?" Rogue said scathingly.

"Yes," Remy said openly, his voice barely a whisper now. He was inches from Rogue, but took a few steps closer. She balled her hands into fists and straightened up, rigid in her anger. "Yes, you are," he said again, the fight as gone from his face and voice as it was hard in Rogue. "You are, 'cause—"

"Because you know me?" Rogue headed off bitterly. "Because you—"

"Because I love you." Remy said the words like they hurt, the vocal chords in his throat tightening, his devil's eyes taking in Rogue like she were the only water in the desert. "I love you, chere. Mon Dieu, I tried not to, me, but I jus' can'. I love you, Ann Marie."

Rogue shivered at the words, her rebuttal dying on her lips even as she opened them. She took in his his beautiful, sun-darkened face, his wet long hair clinging to his forehead, his red-and-black eyes watching her so closely, as if afraid and desperate for what she would say. She started to raise her hand for him, when she heard the tiniest whimper from the little violet-eyed mutant. She turned to glance down at the frail, huddled child, who stared up at her with eyes far too traumatized and hard for a girl her age. "And what about the people you don' love?" Rogue said softly, watching the little underground mutant watch her silently "What about them? What about the girl she was, could have been, before all this?" She finally turned back to Remy, whose chest was heaving in pain. "Everything with you is a gamble, Remy," Rogue said in a tone drained of emotion. "There's no truth. No trust." She shook her head. "No future."

Remy stared at her in horror and hope, as if waiting for her to say something else, to take her words back. When she shook her head again, he backed away. He slowly pivoted, taking in the silent, judging faces of his new family; from Jubilee's shocked, open mouthed expression, to Ororo's saddened, hurt look of ultimate disappointment. He rounded back on Rogue, back to her disgusted, icy, hard eyes. Closing his own in pain, he looked for a moment as if he would break down in tears. Then, with a movement too fast for anyone to catch it, he swept up a handful of sand, charged it, and thrust it down before him. It caused a great, red-purple blast that made everyone around cover their eyes and jump back, and threw Rogue onto her back in the sand. When her vision cleared, Rogue looked around for Remy. Only at the last moment did she catch sight of him disappearing into the tree line of the tropical island.

"Remy!" Ororo shouted, the first to recover. "Remy— we have to go after him."

"We got bigger problems, 'Ro," Logan growled darkly, helping Bobby to stand. "Look."

The X-Men turned to look where the burly Canadian had indicated. Remy's blast had brought on them the attention of the mad, screaming mob. Like a swarm of locusts, it began to regroup and refocus — and then started to run towards them.

"Oh God," Jubilee gasped, as the little human girl clung to her and whimpered. "They're gonna tear us to pieces."

"Battle stations, everyone," Logan demanded, while supporting the still weak Bobby. Ororo stood on shaky feet, supported by Sid. Piotr still knelt by the unconscious human woman. Scott lay prostrate in the sand, and Rogue stared, silent and catatonic, at the spot where Remy had disappeared into the jungle.

"I don't think we're enough of an army, Professor," Kitty said flatly. "We can't turn back this tide." The mob drew closer, screaming and howling, many dripping blood that stained the sand. Kitty closed her eyes, but their shrieks of inhuman rage grew louder still. Then another sound rose up, drowning out the screams with its distinctive whirring.

"The hell—" Logan turned to look behind them. "That's our goddamn plane!"

The Blackbird soared over the palm trees, flying low. The X-Men and the mob both stopped to look up as it swooped down, landing ungracefully on the only expanse of beach left to it. Logan shaded his hand and stared at the window into the pilot's seat, where a man who looked remarkably like Scott sat. He caught Logan's eye, and then gestured for him to come forward. The door lowered open in the back. Logan reacted quickly. "Everyone, get in!"

Logan dragged Bobby over to the plane, as Piotr gently picked up the still unconscious woman and carried her over and inside. Jubilee ran with the little human girl after them, as Ororo rose to her feet. "Sid — get Scott," she ordered, as she supported Kitty and stumbled towards the plane. Sid tried to lift his teacher, who groaned. Logan came sprinting back out to help, just as the mob sprang back into action, no longer stunned by the plane. "They're comin' for us," Logan growled, as he knelt down beside Scott's head and carefully fit his hands under the other teacher's shoulders. "Get his legs," he ordered Sid, who complied. Together they lifted the now groaning teacher and carried him carefully across the sand, up the plank, and into the plane. They set him down between Jubilee and Bobby. "We gotta strap him in, and take off, and—"

"Wait, Rogue," Ororo interrupted, looking around. "Where's Rogue?" The X-Men that were conscious looked around the plane. Rogue was nowhere to be seen.

"We gotta take off!" came the cry from the pilot's seat. Ororo pivoted to look at him, and her eyes widened in shock. "Alex?"

"Wait," Logan insisted. "I'll get her."

"That mob's gettin' close," Alex insisted.

"I said wait!" Logan growled. He barreled out of the plane, running back into the oppressive, mid-day heat. The mob was now only feet from the Blackbird. He quickly spotted Rogue, still staring into the jungle. She didn't move even as he ran over to her and the sounds of the mob grew deafening. "Rogue," he yelled at her, once he was at her side. "Kid, we gotta go." Rogue ignored both him and the mob, staring at the jungle. "He ain't comin' back, Marie," Logan stated. Rogue blinked, and turned to look at him, her eyes dazed and wet with tears. Logan carefully placed a hand on her covered arm. "C'mon." He tugged her, and she finally moved with him. He coaxed her to a run, and then managed to reach the plank and get into the Blackbird just as the mob swarmed the plane. "Alright, we're on, up, up, up!" Logan yelled, as some of the angry mutants tried to board. Alex pushed the jet into the air, knocking most of them off. "Raise the damn plank!" Logan hollered. One mutant still hung on, a shirtless, heavily muscled woman with sickeningly yellow skin, who tried to climb up after them. Logan ran up and kicked her hard in the chest, making her fall just as the plank pulled up all the way. The Blackbird rose into the air, leaving the angry mass to gather in the now empty space. Ororo half-crawled, half-walked over to the cockpit to sit in the other pilot's seat. She looked down through the windows at the savagery below. "They're gonna tear each other apart," she whispered, watching as the mutant's became smaller and smaller as they gained height. "There won't be a human on the island left alive."

"Good thing that we're not on the island," said Alex. Ororo looked over the man she hadn't seen in years. He was pale, and his hands shook. "Good riddance to the whole damn place."

Ororo looked from Alex to over-her-shoulder at his brother, lying on the Blackbird's floor. She gazed over at the rest of her team, battered, bruised, and short one X-Man. "No," she whispered. "No good can come of this."

_Pa Pa Power by Dead Men's Bones Plays Over The Ending Scenes_

Rec Room, Xavier Institute, New York

"The scenes of carnage you are seeing taking place on the formerly widely-advertised mutant friendly island of Genosha are being captured by helicopters and low-flying jets," announced the voice-over on the TV screen in the rec room. The young X-Men were gathered on the couch to watch the horrors unfolding in real time. "No one can get any closer footage, since the massacre of the crew of an investigative journalist team that landed there two days ago," the report continued. "If you look in the far left corner of our cameras vantage point, you can see the remains of the helicopter, where the world was shocked to watch a peaceful film and journalistic crew pulled out and brutally murdered. Reports are hard to come by, so it's difficult to know what started the carnage. We have received some unconfirmed reports that far from being the paradise it was advertised as, Genosha was actually the center of the global mutant slavery ring, with links to terrorist sub-groups and autocratic regimes around the world. What is evident, is that humans and mutants are being killed in scenes of violence unprecedented in recent years. The only messages we have been able to solidly receive are the large writings scrawled on top of the Lion's Paw Resort, claiming the island as "Mutant Land." Commentators such as Senator Whitney Graham have proposed new legislation—"

"Great," Bobby said scathingly, leaning back against the couch, wincing as his sunburned skin rubbed against the material of his shirt. "So now because of these bastards and their orgy of slaughter, all the world governments are gonna crack down harder on mutants."

"And this means they'll be less likely to believe the truth about the experimentation and slavery, even if we do tell it," Jubilee said grimly, her normally perky hair flat and unbrushed, her face devoid of makeup. "They'll just say they made it up to justify all the killing."

"I don't understand it," Kitty said softly, staring at the TV as they flashed pictures of the massacred film crew for the thousandth time that week. "How can people do this?"

"A mob isn't people, Kitty," said the soft British voice to her right, as the Professor wheeled up to the seated mutants. "It is rather the very worst kind of mad beast. One person may be halted in such violence by their conscience. But together, collectively, they are freed by consensus to be cruel, steady in the assurance that if others are behaving so, it is not wrong."

"But they had this done to them," Sid argued, from his seat on the floor. "How can they turn around and do it to others?"

"Because this is their time," Bobby said darkly. "Their chance to be on top. They're gonna do everything they can to even the scales."

"But this doesn't even anything," Kitty said, her voice shaking. "This is just murder, plain and simple. How can they not feel guilty for it?" She shivered, and Piotr placed one of his thick arms gently around her shoulders.

"Guilt is a deeply unpleasant state," Professor Xavier explained, calmly and sadly. "Most of us would prefer to avoid it. If we can bury it down by justifying our actions as things we had no choice in doing, then we may, for a time, free ourselves of it." He looked past the clustered young X-Men to the lone Rogue, who sat off by herself, staring blankly into space. "But, like a chronic disease that waits for the right conditions, it will nevertheless spring back into life given the chance."

3000 ft Underground, Panic Room Bunker, Genosha

In the dark, dank underground room, Essex moved with hand-rubbing glee under the large lamp in the center of the room, the only source of light. "This is only temporary," Essex promised soothingly as he walked around the table where a female figure lay, her head and torso covered with a dark cloth, adjusting the IV that fed into her right arm. "Just until things die down. Once we're ready to move, we can make our way out through the tunnels to the edge of the island. There, we'll have a boat waiting from some friends to take us away."

"Friends." Remy stepped out of the shadows to stare darkly at the thick, pale scientist who puttered around the prone body. "'Tink I'm done wi' friends, me, comprenez? We ain' friends. Business partners, at most."

"Yes, yes, of course," Essex said, waving his hand dismissively and smiling at the stone-faced mutant teen. "Oh, Remy. Didn't I come through for you before? Are not your powers under control now? When you stand by me, I do not betray you. And the friends I mention are not the small-minded fools that Hodge and his ilk were. No, no. These friends have a much more . . . expansive outlook on the nature of our changing world. By aligning with them, we place ourselves on the right side of a history soon to change in a way it has not for thousands of years."

Remy frowned, stepping closer to the body on the slab, his red-and-black eyes narrowed into slits. "Don' care 'bout history, homme. Jus' wan' to get off this island and disappear."

"Oh, but you will want to to be a part of this, my young friend," Essex said excitedly, leaning close to the body. "We are standing on the edge of a precipice. Behind us, the standards of the past. Before us, the promise of the future." He knelt down at the side of the covered figure. Her arm hung down over the side. He gently touched the tips of her fingers. They reacted, jerking back, a small, subtle, sign of life. Essex grinned in triumph. "A most brave new world."

**END CREDITS**


	30. Chapter 30

_Mutant High Returns!_

_It's been a long time . . . I shouldn't have left you . . . without a dope beat to step to. No, in all honesty I apologize for my lateness. I have been busy finishing the final novel in my trilogy, and had to put this series on hold. (And yes, as always, please DO feel free to feed the author and look up my novels "Altered" and "Shattered" by Aubrey Coletti at my official website, or on Amazon, B&N, etc.) But now I am returned, and with a whole new season with our favorite mutants!_

**Season Three, Episode One: Classified**

Washington Highlands, Ward 8, Washington, D.C

The dark back streets of their nation's capital were dirty and cramped as the five young X-men slunk through them, keeping to the shadows. They stepped quickly down the trash-strewed alleys, carefully skirting the tiny abandoned crack vials that could crunch and give them away.

Bobby, team-leader, held up his fist for them all to pause. Kitty, Rogue, Piotr and Jubilee flattened themselves against the dank brick wall of a burned out apartment. Bobby gestured silently, using the modified military hand signals Logan had taught them, to point out a house half a block down. Even in the unlit streets, the bright red and black graffiti was clear enough to be read: _The Hive — Mutant Power First and Forever._

Bobby gestured again, and they ran in sharp formation towards their target. Reaching the house, Bobby held out his hand for Kitty. She took it, and linked hers with Rogue, who linked hers with Jubilee, who took Piotr's hand. Bobby counted off silently, and then all five ran up the crumbling stone steps and at the locked and bolted door.

They phased through quickly and silently, arriving in a messy living room with no signs of life. Bobby directed Rogue and Jubilee to go up the stairs, and Kitty to take the left where the small apartment expanded into the kitchen. He then nodded to Piotr to follow him down the other short hall, which contained two doors. They moved as a concerted unit, quietly and efficiently, emitting no noise above a creak.

It took them only minutes to search the entire cramped apartment, and then they filtered back into the living room littering with Chinese food crates and fast food wrappers. Bobby looked over his team, nodding in silent assessment.

Jubilee broke that silence. "So— raid their fridge?"

"Ew, no way," Kitty dismissing, nose crinkling as she surveyed the couch covered in unwashed sweatshirts and kicked aside a back of Cheetos. Her ponytail bounced as she shook her head. "It's probably moldy or something. You'd get food poisoning."

"Y'all _cannot_ be talkin' about eatin' their food, JuJu," Rogue said, snorting, as she pulled both arms in close. "I'm pretty sure we're gonna catch a disease just standin' in this pit. Let's leave before we start growin' mold."

"Okay," Bobby intoned seriously, his blue eyes gleaming in the dim light. "Colossus and Jubilee, you remain here. Rogue, Shadowcat and I will take the perimeter. And—"

"Wait, we're just gonna wait?" Jubilee questioned, flicking her fingers and conjuring up a tiny crackling ball of plasma. Her fuchsia eyeshadow appeared iridescent in the light. "And then what? Stage an intervention? 'Hey, what's good — we're mutants too, but that whole 'Fight hate with hate' stuff you're doing isn't helping, so stop or we'll pummel your face?"

"The objective isn't to try to eliminate the group," Bobby reminded sternly. "We understand their anger. We understand their desire for change. But their methods are unhelpful and will only exacerbate the rising tensions between humans and mutants. We find them, connect with them, and talk them down."

"They firebombed a rally." Rogue drawled, brushing her now chin length hair behind her neck. Her black lipstick contrasted with her pale skin, making her appear ghostlike in their standard black leather uniform. "I don't think talkin' is gonna do much, Bobby."

"IceMan," he corrected, jaw tight with repressed anger. "We're on mission, Rogue. We use code names."

"Right," Rogue responded, unconcerned, as she tugged at her gloves. "Sorry, dear and noble commander. Just lemme go outside and get on my mask. I musta forgot it in the Batmobile."

"Hey, if you're not gonna take this seriously, you can do just that," Bobby snapped. "Find your way back to the jet and wait out the mission there."

"Well then I guess I will," Rogue agreed, before turning on her heel and jumping over the ratty old Lay-Z-Boy to get to the door. She grabbed the handle and yanked, ignoring all the locks. They broke, chains snapping like rubber bands, as Rogue kicked the screen door aside like it was flypaper before walking out.

"That will probably not endear us to them," Piotr noted with dry understatement, scratching the back of his buzz-cut. Bobby growled in the back of his throat, stomping out after Rogue.

"Good job, Rogue," he called out as he followed her outside, his voice echoing around the empty street. "Really, thanks. You know if you didn't want to come on this mission, you could have just said."

"I _did_ say, Bobby," Rogue emphasized, whirling around to glare at him. "_You_ were the one who insisted I be on your damn team. I never asked for this."

"Never asked for what?" Bobby demanded, as Kitty and Piotr hurried out to join them in the street. Jubilee hung back on the steps. "Never asked to work with us? Never asked to be part of the team? 'Cause last time I checked that was what being an X-Man was all about. Or are you saying you want to bail out on us too?"

Rogue froze, her green-hazel eyes widening in fury, and Kitty quickly moved so that she stood between the two warring teenagers. "C'mon Bobby — IceMan," Kitty amended. "You know — you know we've been through a lot. I know this is important to you, to all of us. But we need time to get back in the game."

"We don't have time," Bobby said darkly. "Here, the game is on us."

"In Soviet Russia, game play you!" Jubilee chirped. "Oh — sorry Piotr. I didn't mean — I don't want to offend you —"

"Always make jokes at Russia's expense," Piotr said, making his accent deliberately more heavy as he stared off into the distance wistfully. "No potato, such is life."

Kitty laughed loudly, covering her mouth only when Bobby glared at her. "We are supposed to be a serious team," he reminded her. "This is our first big op! We need to remain professional. On top of things. Focused. Like I've been trying to tell you guys, we need to step up. All of the younger Xavier students see _us_ as their future. _We_ are the ones who will show the way to becoming a full X-Man. We can't allow ourselves to be in any way distracted from our objective, and—" Bobby blinked at the expressions on his friends' faces, noticing their ready stances and wide eyed looks. "The objective is right behind me, isn't it?"

"Yes," said Kitty, echoed by Piotr's "Da," and Jubilee's "Yup," while Rogue simply nodded. Bobby silently mouthed 'Damnit' to himself.

"Nice speech," said a tall, spiky haired mutant with raised keloid scars on his shoulders, and a _Mutant Pride_ tattoo on his neck. "Really, bruh, very inspirational." Three other mutants fanned out behind him; one a short, curly haired boy with red skin and what looked like talons for fingernails; one a tall, broad-shouldered young man with coffee-colored skin and tiny spikes covering his arms; and one a muscular dark-skinned girl whose palms glowed a steady blue.

"Thanks, bruh," Bobby responded darkly, nodding just slightly to Kitty. "You'll love the demonstration."

Bobby whirled just as the spiky haired leader threw a punch, catching it with an iced fist that made the other mutant howl. The girl hissed and thrust both of her hands out, shooting crackling blue energy at Kitty, who phased, letting it rush through her harmlessly, and then ran up to engage. The spiked mutant grunted and extended his arm, loosing spikes at Jubilee. Piotr leapt in front of her, arming up so that they clattered against his metal skin harmlessly. The red-skinned boy shrieked and launched himself at Jubilee, but found himself kicked hard in the chest by Rogue.

"Traitors!" screamed the female mutant as the red-skinned boy hit the pavement hard on his back, coughing. "Human lap-dogs! You gonna kill a kid? Bring down one of your own for what? Money?"

"He ain't dead, you idiot," Rogue snapped, rolling her eyes. "All he's gotta do is lie down like a good boy and in a few minutes his breath'll come back."

"Rogue!" Kitty yelled. She tried to rush in between Rogue and the female Hive mutant, whose palms were pulsing with fresh blue energy. "Listen to us," Kitty pleaded. "We can help you! This isn't the way—"

"Kit!" Jubilee screamed, noticing the taloned red-skinned mutant running at her friend with claws drawn. Kitty phased instinctively, but not soon enough — the talons cut three brutal slashes in her thigh, forcing her to a knee. Rogue snarled and kicked at the red-skinned boy again. This time he dodged, and his friend was able to send a bolt of blue energy at the Mississippian mutant, knocking her off her feet.

"We're not your enemy!" Bobby tried to explain, as he parried another of the leader's blows, icing up the street to get the other boy to fall. "We're mutants, just like you—"

"You're sheep!" the leader yelled, and then spat out a line of grey fluid. Bobby's iced up arms took most of the hit, but bits of it splattered onto his face. He bit his tongue to hold in a scream as it burned his skin. "You're worse than the humans," the leader pontificated, spitting again. "You're the ones keeping us down. Trying to defend them — do they pay you to turn on your own kind, Uncle Tom?"

"I don't think they want to hear our side," Piotr understated, from where he was grappling with the spiked mutant, locked body-to-body, half encased in steel.

"We don't need to hear from blood-traitor scum like you!" the female Hive member screamed, as she grabbed both of Kitty's arms and squeezed, sending pulsing blue energy down her body. Kitty gasped and then phased back through the other girl, stumbling slightly at the sensation. "Every one of you is the same!" the Hive mutant continued to holler. "You're all just ashamed of what you are — afraid to be what God made you. Afraid of—"

Rogue cut off the Hive member's diatribe with a headlock. The other girl tried to fight back, slapping Rogue with palms crackling with energy. Rogue ignored the fizzling electricity, gritting her teeth against the other girl's attempts to throw her off. The Hive mutant was strong, and her legs were pure muscle all engaged as she tried to rise to her feet. Rogue used more and more of her strength, choking the Hive girl until the blue energy faded, until her slams became weak and her legs gave way.

"Rogue! _Rogue!_ Stop! _ROGUE!_"

Rogue felt ice like a slap, like a punch to her gut. Her grip stopped tightening, enough for the spiked leader to break her hold on his friend with a punch to her face. Rogue stumbled, giving the leader enough time to grab his gasping friend and haul her away. Rogue shot to her feet and moved to go after them. Bobby caught her, holding her so close his skin almost brushed hers. She pulled back immediately.

"The hell, Bobby!" Rogue screamed. "I almost—"

"You almost just killed someone!" Bobby hollered back. Jubilee and Piotr exchanged looks, allowing the other Hive mutants to run away. "What was that?"

"That was a fight," Rogue shot at him. "I was havin' your back."

"We were supposed to persuade them!" Bobby argued. Rogue laughed nastily. "Oh, wake up! Did you not hear their mutant nationalism rant? We were never gonna reach them!"

"You didn't have to nearly kill her!" Bobby took a step towards Rogue, and she hurried back, eyes wide. "What's wrong with you?" Bobby demanded.

"I saved Kitty — thank you very much." Rogue gestured to her friend. "You wanna ask her how she feels about that? Kitty!"

"Rogue . . ." Kitty stared at her friend, swallowing. "I . . . I . . ."

Rogue looked over her friend's scared, sad, sorry expression and laughed bitterly. "Oh . . . I see," she muttered, eyes snapping with fury. "Well fine. If that's the thanks I get?" she snarled. "_Forget_ all y'all."

"Rogue!" Bobby called after her, as she turned and walked off into Washington's run down streets. "Rogue!" He moved to follow her. Piotr hurried over to put a hand on their leader's chest. "Nyet," the Russian advised. "Let her go. The mission is over."

"Yeah . . ." Jubilee murmured. "Go team."

* * *

><p>TITLE SEQUENCE:<p>

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

With

Paul Amos

January Jones

And

Kevin Bacon

Written by Terry Matalas

Directed by Danny Cannon

* * *

><p><span>Front Hall, Xavier Institute, Salem, New York<span>

The doors of the mansion opened and the dirty, tired, quite disgruntled young X-Men entered. Some of the younger mutants looked up excitedly, whispering amongst themselves. Ororo, coming down the great staircase, smiled at the five, her sky blue sweater setting off her eyes. "And so they return from their first mission alone in one piece," she congratulated. Logan, leaning against the bannister in his trademark leather jacket, removed the cigar from his mouth. "How'd it go?"

"Well, they are definitely not the next Brotherhood of Mutants," Kitty stated brightly, before pursing her lips and folding her hands behind her back. "They are also _probably_ not going to be rushing to help us any time soon."

"Oh." Ororo's warm face registered disappointment. "But — you didn't bring them back with you?"

"No," Bobby said coldly. "We were unable to persuade or incapacitate them. We failed."

Logan shook his head. "Better hope they won't blow up some peace rally before we can catch 'em."

"Logan," Ororo chastised gently. She turned to the young team. "I'm glad you're all back and safe. That's the first thing to be thankful for." She walked over to hug Kitty and Jubilee, and to pat Rogue on the shoulder, earning a shy smile from the Southerner. "We will regroup and figure out another game plan. Why don't you eat and get cleaned up, and then we'll debrief in the War Room and—"

"Ororo." She turned at her name to see Scott walk down the hall and nod to her significantly. The weather witch signaled her assent, smiling again at the young mutants and softly cupping the side of Bobby's face, before walking off to join him. Logan raised his brows in bemusement, before joining the other adults.

Bobby bit his lip with a bitter smile and looked up at the ceiling. "We suck."

"C'mon, it wasn't the worst mission!" Jubilee tried to cheer, as they followed their disgusted captain over to the Rec Room. "We found out that they are probably not the threat!"

"I was almost punked out by a tattooed hash-head who called me 'bruh'," Bobby stated flatly, as he avoided meeting the eyes of the young Xavier students to plop down heavily on the couch in front of the TV. "If he had, I would have resigned as team captain immediately. As it stands, I put this mission firmly in the fail column."

"We will have to try again," said the ever-practical Piotr, folding his bulky arms as he leaned against the pool table.

"It's gonna take time to find 'em again if they ran off," Jubilee pointed out, sinking down to the rug and kicking out her legs. "And it's gonna be a lot harder to 'persuade' them not to be small-time terrorists now that we've beat them stupid and trashed their pad."

Bobby buried his face in his hands. Kitty tightened her fists. "Do they actually think they're helping? Are they that stupid? Do they think giving the world another group of mutant terrorists is gonna help the rest of us?"

"I don't think they care, Kit," Rogue said in soft, dark resignation, as she turned up the volume on the TV. The news was cataloguing the latest anti-mutant protests to turn violent.

"The current unrest has been growing recently, due in part to the murder of Allen Feng, head of R&D for Xoric Industries. Feng was allegedly murdered for his company's possibly participation in a proposed mutant cure," said the newscaster, while aerial and ground shots of violent altercations showed picket lines and mobs of humans and mutants squaring off in the streets of Washington D.C. "While the individuals responsible have not been identified, the message left at the scene suggests a radical mutant sect opposed to the idea of a cure. Details have been carefully guarded by law enforcement, but the homicide again raises divisive questions in the mutant community about the ethics of a cure . . ."

Rogue dropped the clicker and walked away, heading towards the stairs. Kitty, Jubilee, and Piotr shared a silent conversation, before Kitty sighed and got up to follow the Southerner. Kitty approached her swiftly but carefully, catching Rogue before she went up the stairs. "Rogue—"

"I don't need you to rephrase Bobby's criticisms all nice for me, Kit," Rogue headed off, her back to her friend. "I got the message. I'll stay out next time." She started to walk up the stairs and Kitty rushed up ahead of her, turning so they were facing.

"It isn't that," Kitty said, her eyes roving, trying to meet Rogue's avoidant ones. "Bobby — he isn't just mad about the mission. You were different bad there. You've _been_ different. He's worried about you—"

"He can stop. Like, I said, I'll stay behind next time," Rogue answered curtly, trying to move around Kitty. Kitty caught Rogue's arm, causing the poisoned skinned mutant to freeze.

"_I'm_ worried about you," Kitty rephrased, her voice sterner now. "Rogue. You're not fooling any of us. You've been emotional shut down girl ever since Genosha—"

Rogue broke away at that, hard enough to shove Kitty back against the bannister. Kitty caught herself as Rogue hurried up the stairs. "Oh no you don't," Kitty grumbled, rushing up after her friend and catching up to her on the landing as Rogue headed for her room. "Rogue! Seriously? You can't keep walking away, you know? One of these days, you're gonna hafta stop and tell us—"

Rogue turned abruptly into her room and slammed the door shut, cutting Kitty off and locking the phasing mutant out despite her powers. "What happened," Kitty finished softly, to the unhearing door.

* * *

><p><span>Professor's Study, Xavier Institute, New York<span>

"What happened is that they failed, is what you're saying?" Scott said, as Ororo finishing her explanation of the results of the young X-team's mission. He sat across from the weather witch, scowling. To his right sat Dr. McCoy and the Professor, while Logan stood, leaning against the wall by the door.

"No, it's not," Ororo said firmly. "They were able to make contact with this group. According to Bobby, there were only four of them, living alone in a small, run-down apartment, with no weapons. They could have pulled off the firebombing, but none of them seemed to have the powers necessary to make the security breach that took down Feng."

"And they got that information by failing to apprehend any of the radicals?" Scott noted scathingly. "By seeing just how much damage this Hive could do, before letting them free to do more?"

"C'mon, Cyke, don't make it bigger than it is," Logan said with a shrug. "Do we really think these punks are the threat? I don't see them pulling off a hit like this." He gestured to the screen from across the table, where video displayed the latest news on the Allen Feng murder.

"The nature of the body when found — dark blue and rigid, as if frozen," said the reporter on screen, "is what first caused authorities to suspect a mutant attack. While no faction has claimed responsibility for the murder, and the investigation is ongoing, the close timeframe of the attack to the fire-bombing of the Humans for Humanity rally has many believing this was a coordinated effort by mutant activists. Despite a show of support for Feng by 'humanity-rights,' and anti-mutant focus groups, Allen Feng's widow, Marcie Feng, has maintained that her husband was not anti-mutant, and only explored the idea of a cure as an option for those for whom mutation was too painful and difficult to live with. We turn now to Washington D.C. correspondent David Harris for more. David—"

"Without viewing the body, it's really impossible to say if this was even done by a mutant," Dr. McCoy supplied, redirecting everyone's attention. "It could have been done with a modified weapon using alien tech. S.H.I.E.L.D. says the results they've been sent are inconclusive. They've promised me that if no suspect is found within their timeframe, that I will be called in to perform a more decisive autopsy."

"Oh, S.H.I.E.L.D. says." Scott snorted. "Right. Because S.H.I.E.L.D.'s information is so on point and up-to-date. What exactly did they say about Genosha again? That it was 'an unforeseeable aberration'? We still don't know the fallout from that. They haven't been able to get cameras on the island since Magneto took hold. And ever since then it's been nothing but riots and protests, and a reintroduction of legislation to track and monitor mutants."

"It's the idea of a mutant nation," Logan asserted. "Seeing the Genosha takeover is making humans out there scared of it happening here. And it's only getting worse."

"All the more reason for us to get to the bottom of this tragic incident and expose the truth, before fears and propaganda become all people have to go on," Xavier weighed in decisively. "When such a state is allowed to continue, deceiving people into giving in to the worst in their nature becomes far too easy a course. I've arranged for a meeting and tour of Xoric Industries — they seem eager to show that they are not anti-mutant. Logan will take our young friends there, and perhaps uncover more about this supposed cure that will shed light on Mr. Feng's murder. Scott, Ororo. If you can, try and reach out to Marcie Feng. Let her know that there are members of the mutant community willing to listen to her."

Ororo nodded. "I'm sure we'll be able to get through to her. Scott—"

Scott had already stood up and was moving to the door. Logan leaned over and blocked the exit. "Hey," Logan demanded, his voice pitched low. "What is this? You got somethin' to prove?"

Scott's face was as hard and unreadable as his eyes behind his shades. "Not to you." He shoved past the burlier Canadian. Logan frowned as the optically-powered mutant walked stiffly away.

"How much bigger has that stick up his ass got?" Logan asked Ororo when she came to the door. "Now, it could be me, really. But it's not, right?"

Ororo sighed. "No, it's not you. It's Alex. Him showing up, and then just disappearing — it's a lot for Scott."

"Right, his brother," Logan said, as they walked together out into the hall. "I thought he said he'd be back in a few days?"

"That was what he said the last time," Ororo said, with a sad, bitter twist of her mouth.

"When was that?" Logan questioned as they moved to the elevator. Ororo pressed the button for the first floor and turned when it opened. "1987."

MedBay, Xavier Institute, New York

Hank McCoy cleaned his glasses carefully, long years of practice with his paws making it possible, and then turned to flick on the light switch to the main room of the MedBay. The lights went on — and delivered a hefty shock that surprised a roar from him. There was a clatter, and he whirled around onto all fours to face the intruder.

"Sorry, Professor, Doctor, I didn't — I thought you were out for the night and I hadn't calibrated it— sorry," Sid said in a rush, his golden-brown skin flushing red.

"Dear Lord," McCoy said, as he stood up quickly, and took in the scene before him. The operating table was covered with an array of mechanical parts, including what looked to McCoy like part of one of his defibrillation machines. A series of wires undone from the light switches on the walls connected to the contraption Sid was standing over, as the mechanically-skilled mutant scuffed his feet.

"I . . . I waited until you—" Sid closed his eyes and ran a hand through his shoulder length hair. "I'll get rid of it."

"_What_ is it, exactly?" Dr. McCoy asked, adjusting his glasses and walking over to the table. He peered at the piece Sid had been working on. It resembled a hefty, detailed watch.

"It's a phase emitter," Sid explained, his voice taking on the excitement it always did when he explained one of his creations. "Wearing it should let the wearer project their powers onto another person or object for a set period of time. Like, you touch someone for a minute, and the next minute they can walk through a wall, even if that's not their power."

"A phase emitter," McCoy repeated. "So this lovely work of art would be for Miss Katherine, then?" His eyes crinkled as he looked at Sid, who shrugged, looking rapidly away. "It — I mean it could work for anyone—" Sid swallowed. "Okay. Yes. It's for her."

"Ah. So you intend to throw your hat in the ring for Miss Katherine's affections?" McCoy surmised gently. Sid colored, and then looked up, his hair half covering his face. "You think — you think she already has a lot of other guys after her, huh?"

"I have noticed a bit of a crowd," McCoy said with a sage nod.

"You don't think I have a chance do you," Sid said, looking down at his contraption. "You think I should just give up now. Not be a idiot."

McCoy moved over to lay a fuzzy blue hand on the boy's shoulders. "Ah, my boy," he said with a hearty sigh. "When it comes to love? I think no real way exists to avoid being a fool. It is part of the power that romance holds over us; to cause us to forget our well-laid plans and rules, and allow ourselves to become as fire in its heady heat, even when some part of us knows we stand to be burned. But there's always more value in reaching for the flame than tossing away the match and going home cold." In response to Sid's raised eyebrow, McCoy chuckled. "You're young, you're earnest, and you've already made her an impressive gift. Don't let fear stop you from at least trying."

Sid grinned, a winning impish smile that was impossible not to return. "Yes," McCoy chuckled. "I think you'll do—"

Something sounded behind them, and both turned. McCoy squinted over his glasses, taking a moment to remember to adjust them. By then, all he could see was a flash of brown and white hair and scared green eyes, before their intruder quickly turned and fled.

**COMMERCIAL BREAK**

* * *

><p><span>Xoric Industries Corporate Headquarters, R&amp;D, Clinic, Washington D.C<span>.

"No cure/ we are pure/we're what the world's been looking for!"

The chant swelled as Logan, Bobby, Piotr and Kitty were quickly led by the Xoric representative from the taxi to the entrance to Xoric Industries' gleaming white complex. The picket lines on either side of them nearly filled the city block, a sea of furious mutants waving signs and chanting slogans.

"What would they do if they knew we were mutants?" Bobby muttered, as the four X-Men were quickly hustled by security up the steps. Logan's quick eyes darted all around, taking in the scene from every angle. "Let's not find out," the Canadian advised, as they hurried up the steps and through the thick, plate glass doors.

Bobby whistled softly once inside, taking in their surroundings with appreciation. The hall was massive, a circular expanse that led outward and up. A large central elevator carried personnel and visitors up and down the six stories, depositing them on a variety of floors. The building buzzed with activity, as if unconcerned with the fuming masses just outside.

"If you'll just follow me, we'll just check in and then get started on the tour," said their guide, a bright, pretty brunette whose name tag explained that she was Keisha Roberts. They followed her to the front desk, where they were given name tags of their own. Kitty elbowed Piotr, and they both hid smirks to see Logan scowl as he stuck on a sticky tag that said, "Hello! I'm Logan, and I'm happy to be visiting today!"

"All cell phones must be deposited here, please," said Keisha with another full kilowatt smile. Bobby, Piotr, and Logan gave theirs to the man behind the front desk quickly. Kitty smiled, and fished hers out in her pocket. "Just a sec, stuff gets so caught up in here," she apologized. The tan young receptionist smiled back at her, and missed Kitty surreptitiously pressing a button on her modified phone before handing it over. He placed it with the others behind his desk, never noticing the image of a tiny light blue circle swirling in its center.

"If you'll follow me now, please," Keisha said. "We'll begin our tour!"

The X-Men followed their peppy guide into the elevator, Logan crossing his arms uncomfortably at being inside the tight, clear glass space. Their first stop was at what Keisha explained was the consultation clinic, where their most recently approved medical techniques and breakthroughs were applied to those who qualified.

"As you can see," Keisha said, gesturing out at the blue colored waiting rooms, complete with soft couches, tables for snacks and drinks, and a play pen for young children, "we serve both a human and mutant clientele. We are committed to providing cures for the most serious, life-threatening, and problematic illnesses for both humans and mutants."

"Illnesses for mutants?" Bobby looked around the waiting room. He could identify at least three mutants; one a balding man with what looked like nails sprouting from his neck, one a thin, shaky woman with yellow, peeling skin, and one a little boy, sitting in the play pen away from the other children, blowing out tiny rings of pink smoke. "You mean curing mutations?"

"Reports of a 'cure' for mutation are irresponsible and incorrect," Keisha said, as if from a script she had been waiting for a cue to recite. "You cannot 'cure' all the various mutations which exist, as they are part of a confluence and interaction of different genes in each individual. Our gene therapy program is geared towards suppressing only those specific aspects of a mutation that cause someone enough pain to seek treatment."

The X-Men exchanged dubious looks, and Keisha's smile tightened. "In fact, if you'll follow me we can go up to R&D and you can speak with Dr. Matthias, who is the head of our gene therapy program."

They followed Keisha back into the elevator, and up two floors. When the doors opened, they were greeted with the sight of a pristine series of halls, offices, and labs that resembled their own MedBay. "Follow me, please," Keisha said primly, leading them out and up to a front coordinating desk. She spoke with the man behind it for a few seconds, while the X-Men looked around at the rapidly moving technicians and doctors.

"They might say they're working for humans and mutants," Kitty muttered subtly to Bobby. "But I don't see any visible mutants employed here."

Bobby narrowed his eyes, and then nodded significantly to a nebbish looking man in doctor's scrubs. "There," he whispered, directing Piotr and Kitty's attention towards him. "He's got his right hand in his pocket, but you can see if you look closely that it's blue and ridged."

"Okay, I guess," Kitty said grudgingly. "Still don't buy all this. The people who come here for a cure need therapy, but not this kind."

"Okay!" Keisha waved them all after her down a hall. "This is great! We've just been approved for an interview with Dr. Matthias, and he's actually in one of our labs right now!"

"Exciting," Logan said dryly, as they followed their guide down the winding, sterile smelling halls. She stopped them at a door, and took out the lanyard from around her neck. She pressed the laminated card to the automated lock. The door opened, and, still smiling, she led them inside.

They were immediately confronted with what appeared to be a metal detector to step through. "Uh . . ." Logan gritted his teeth. "This isn't going to work well."

"Oh, don't worry!" Keisha said confidently. "It reads mutations as well! It simply checks for pathogens or substances that could contaminate the area."

Logan looked skeptical, but when he passed through the detector it simply made a series of beeps, and then Keisha waved him through. The others passed through as well, Kitty frowning as she went through the last. "I can't figure out how it works," she whispered to Piotr as they stepped into the bustling lab.

"Welcome, welcome!" Dr. Matthias, his name emblazoned on his lab coat, walked over to the X-Men and immediately took Logan's hand, despite the burly Canadian's raised brow of warning. Dr. Matthias was a middle-aged man of middling height, with sandy blonde hair and hands he kept flexing. "So glad to have you here. Aren't we?" He directed his query to the rest of the lab. It seemed to be filled mostly with technicians and lab workers either working on computers, or carrying boxes and vials to the locked room of clear glass opposite the X-Men.

"Are we the first mutant representatives you've had here?" Bobby asked, his voice cordial. Dr. Matthias shook his head. "No, no, no," he answered, shaking his head to punctuate each word. "We've had others, and we have mutant staff members as well. At all levels! We make sure to consult carefully on each project we undertake, to try and avoid any unpleasant uses of our work."

"And what work are you doing now?" Kitty asked. Dr. Matthias beamed.

"Currently, we are expanding our gene therapy program to more precisely help the body heal from a variety of ailments," Dr. Matthias began. "It's not a 'mutant versus human' dynamic. When you work with genes, you have to understand how natural mutation is to the evolutionary process. And with that in mind, I think humans and mutants are the keys to curing each other! We've been able to greatly progress our research into Alzheimer's and Parkinson's, and our partnership with the Dana Farber Cancer Institute has shown great promise . . ."

Piotr left the lecture to Kitty and Bobby, knowing they would be better equipped to understand it and read between any lines needed. Instead he observed the room, taking in any nervous or irritated glance cast at them, and especially focusing on the room at the back. Whenever the door opened, steam was emitted, and it relocked itself every time it was used. Piotr rubbed his arm, feeling the prickling of the hairs on his skin that he had long ago learned to trust. His eyes searched until he found a probable source — a tall, skinny man who kept glancing at the lab door. The man's twitching hands were tapping the keys of his computer, but Piotr noticed a bulge in his lab coat pocket. Piotr tapped Bobby twice on the arm, their code for something suspicious.

"What?" Bobby mouthed, turning to his taller friend. Piotr looked to the side, rubbing his nose and then pointed at the seated, twitching man.

"We feel that collaboration is the key to eradicating major diseases," Dr. Matthias was saying, mostly to Kitty, who was listening, rapt. "If our genes are mutating more rapidly, that, to us, indicates that our bodies are now in a stage where they are more ready than ever to fight off illnesses, specifically viruses. You see, one of the reasons many mutants are resistant to strains of hepatitis is that—"

"Excuse me," Bobby murmured to Keisha, who turned to him. "Who is that?" Bobby gestured to Piotr's man. Keisha squinted across the room to the man with the twitching hands, reading his name tag. "That's Simon," she replied. "Simon Earles. He's one of our new technicians. He's handling our backlogged files, bringing our records up to date."

Bobby narrowed his eyes at Simon as the twitching man dipped his hand into his distended pocket. "He's not handling files. He's—"

Piotr reacted seconds before the blast, putting up his armor and throwing his body in front of Bobby and Kitty. All three were propelled backwards, slamming harshly into the walls. The ringing in his ears stopped before the others, so he was the first to become aware of the screams. He turned his head, and only his years of training kept him from panic. Simon Earles was gone, as were all three of the people nearest him, leaving only a mass of blood and viscera that definitely contaminated the area. Piotr looked for Logan, and found him to his right, his rapidly healing body covering a screaming Keisha.

Piotr reacted. He raised himself up, and pulled Bobby and Kitty to their feet. Both swayed, Bobby recovering sooner. Kitty leaned against Piotr's still steel body, and then looked over his shoulder. She opened her mouth to scream but no sound came out of her bruised throat at the sight of the upper-half of Dr. Matthias. His eyes were still moving, as if unaware of the loss of his lower body.

"We have to go. Bobby—" Piotr grabbed his friend's shoulder and shook him. "IceMan!" Bobby's blue eyes were wide, dilated and scared, but he met Piotr's. "You must help me carry Logan."

Piotr led Bobby by the arm over to Logan, who was still insensate on top of the now weeping Keisha. Piotr grabbed one of Logan's arms, which was still working to regrow skin, and Bobby picked up the other. The two boys hoisted up their teacher, releasing the shrieking and sobbing Keisha. "Katya, help her," Piotr ordered the stock-still Kitty, who was still staring around the room. Blaring alarms sounded as sprinklers doused the room with water, spreading the pools of red throughout the floor. "Katya!"

Kitty swallowed, and stumbled over to Keisha, pulling the trembling and crying young woman to her feet. "Poydem!" Piotr ordered. "Go!"

The X-Men stumbled out of the detector and towards the elevator, which was already filled with screaming Xoric employees. Piotr looked around for another way out. "There," he said shortly, and led them towards a door labeled 'Exit.' Piotr turned and slammed his shoulder into the door, breaking it down. They walked over the broken door and down the stairs, Logan's feet thumping all the way. When they made it to the first floor Piotr fully armed up again, his head turning from side to side to watch the people streaming for the main entrance. "There is another to the right, we must use that one. We will never get out the front." He steered them in the other direction, towards the Xoric employees who were running for an exit that didn't lead out into a sea of furious protestors.

"Wait!" Kitty finally seemed to come back to herself. She left Keisha, who immediately grabbed onto Piotr's bulky armored arm, and ran to the front desk. The man there had left, so nothing prevented Kitty from reaching through the desk and grabbing her phone. Whirling around, she ran back to the other X-Men as they fled the compound into the surging capital streets.

* * *

><p><strong>COMMERCIAL BREAK<strong>

Residence of Mr. and Mrs. Feng, 459 Potomic Heights, Palisades, Washington D.C.

"Do you think we'll get anything useful out of this?" Scott asked as he and Ororo walked up the steps to Mrs. Feng's three story home. The garden full of wisteria and roses practically hid the house from the street, where its extensive garage and outdoor swimming pool pronounced its owners' financial success as clearly as its address.

"Scott," Ororo scolded as she rang the doorbell. "Don't go in like that."

"Like what?" Scott said, crossing his hands in front of his belt. "We're here for information. She just wants to get us to tell everyone that her husband didn't hate mutants."

"Her husband that was just murdered," Ororo reminded sternly. "Show some compassion. Or at least don't be an ass."

"When am I ever a—" Scott cut himself off when the door opened. Marcie Feng, a long-faced, short-haired woman, looked at the two X-Men with reddened eyes that even her carefully applied makeup could not conceal.

"Uh — sorry. I was — I think I confused the time," the widow apologized. "Ms. Monroe, Mr. Summers?"

"Please, call me Ororo," Ororo offered with a gentle, sympathetic smile, taking the woman's hand in both of her own. "Thank you for meeting with us."

Mrs. Feng nodded, once, as if with effort. Then she shook her head and waved them inside. "Uh — please, please come in."

Scott followed Ororo and Mrs. Feng into the elegant house. They passed through the marble entrance hall and into a living room decorated in a stylistic mix of Chinese and Impressionist art.

"I — um." Marcie Feng motioned for them to sit down on one of the two blue silk-embroidered couches. Ororo lowered herself gracefully, while Scott frowned and sat awkwardly posed on the edge. Mrs. Feng gestured to the empty mahogany table, and then blinked. "Oh. I'm sorry. There should be refreshments."

"That's alright," Ororo said gently. "We understand — with everything."

"Uh . . . yes." Mrs. Feng nodded again. "Yes. I just came from a conference. The company wanted me to do another interview, and then a luncheon . . . describe the kind of man Allen really was for the media."

"And what kind of man was that?" Scott asked bluntly. Ororo winced and shot him a look, but Marcie smiled weakly.

"A workaholic, honestly." Mrs. Feng rubbed her lap, her long nails peeling as she felt the expensive fabric of her skirt. "We both are — were. I work for CharityWater, as a consultant making sure the wells dug in places that need them are going to last once the cameras and donors leave. But Allen . . . his hours are naturally long, but he was always putting in more time than anyone else. Especially lately."

"Why lately?" Ororo asked gently, her hand on Scott's knee to keep him from speaking. "Part of the medical research?"

"No." Mrs. Feng sniffed, and wiped under her eyes, smearing her liner. "It was something else — uh, I think he said it was part of an initiative to work alternative energy in third world countries. I know he was working with Senator MacKenzie Forrest and her office. I think they were planning on unveiling their proposal soon. That's why he was so late at the office that night . . ." She made a sound like there was a hitch in her throat and then put a hand over her mouth. "I'm sorry," Mrs. Feng apologized, touching her hair reflexively. "But we were meant to have dinner that night. And then the next day . . . he' s gone. He's gone, and everyone is saying he is this hateful man, this man I don't recognize. Every time his face is on the news, it's like — like they've taken an image of him and remolded it. Taken his body and his work and desecrated it, and him. Oh." Marcie put both hands on her throat, where her veins throbbed against her diamond choker. "It's like — every time, every time . . . they're killing him again."

"Oh," Ororo said in sympathy, reaching across the table to take the shivering woman's hand. "I promise you, Mrs. Feng, that's not what we're here for. We—" Ororo turned to Scott for support, but he was always standing up and walking away. "Scott? Scott!"

Her words were answered by the hard slam of a door.

War Room, Xavier Institute, New York

"Reports are still coming in from what some are calling the Xoric Industries Massacre," said the reporter on screen, over shots of people fleeing Xoric Headquarters. "With twelve confirmed deaths and three more in critical condition, authorities are calling this one of the most deadly homegrown terrorist attacks in years."

Scott pressed the mute button and turned to face Kitty, Piotr and Bobby, who stood before him and Ororo with pained expressions. "Most deadly attack in years," he repeated. "Most deadly attack — that could have been stopped."

"Professor," Bobby began, the vein in his neck bulging as he tried to keep his voice even. "Piotr and I both got a good look at the man who did it. It wasn't one of the Hive. He—"

"How?" Scott snapped. "Hmm? How do you know he wasn't? How do you know he wasn't recruited by them? Or a member you didn't meet before?"

"He couldn't have been!" Kitty argued. "Whatever —" She shivered, but let out a long breath and forced herself to continue. "Whatever he used to make that explosion wasn't something you can learn off the internet. It wasn't a pipe bomb or anything 101. It was small, and compact, and it sprayed chemicals that burned skin to the bone—"

"Yes, we saw," Scott said darkly. "Ororo — how long did McCoy say Logan would take to recover?"

"We all know Logan can never be kept down for long," Ororo demurred. "And they managed to get out with him, despite his condition—"

"No, no, you _do_ not know! Don't," Scott ordered, pointing at the weather witch without looking at her. "Don't defend them. They didn't just ruin this assignment. They put this whole school in danger."

"How?" Bobby finally snapped. "How are we responsible for this? This wasn't our fault, and we did the best we could with what we had handed us!"

"And it wasn't enough!" Scott shouted. "Twelve people are dead, Logan is still in the MedBay, and you might have been seen leaving the building. There's a connection now. We could come under suspicion for this attack. This attack that could have been carried out by the group _you_ let escape." Scott looked each of the three over, his lip curled. "You have lost all right to be involved in this mission. You're all dismissed. Now." He pointed at the door, redness gleaming beneath his dark shades.

Bobby glared back at Scott, defiant, until Ororo sighed. "Bobby," she said in soft warning. The ice-powered mutant gritted his teeth and looked away. "Come on," he said in a low-pitched voice to the other young mutants. He turned on his heel and went to the door, yanking it open for the others. They exited, Bobby forcing himself not to slam the door behind them.

Computer Lab, Xavier Institute, New York

There was an awkward silence among the usually talkative six friends as they huddled together in the otherwise deserted computer lab. Bobby sat on one of the tables with his hand in his hands, Jubilee beside him with a comforting arm over his shoulders. Rogue leaned against a chair, staring mostly at the floor. Sid sat silently beside Kitty, sending her a glance every now and then, opening his mouth as if to speak and then closing it with a shake of his head. Kitty didn't notice as she stared intently at her laptop, her fingers clicking the keys and rubbing the mouse pad. It fell to Piotr, normally so taciturn, to break the spell.

"That . . . back there. In the lab. It was not your fault," he assured Bobby.

"The big man is right," Jubilee instantly agreed. "Scott— Scott was being a tool. Sometimes he does that. Actually, I lied. He is frequently a tool."

"A tool who actually found out useful information about what Feng was into," Bobby said, from between his hands. "A tool who found out that he was in deep with a senator. A tool that works. How is that bad, again?"

"Y'all couldn't a' predicted this," Rogue said softly, from her position leaning against the snack table. "No use beatin' yourself up 'bout it. McCoy says Logan is already wakin' up every other hour."

"They're never gonna let us go on another mission," Bobby said direly. "Why should they? We — _I_ ruined our chances. I'm sorry."

"Nobody thinks that, man," Sid advised, spinning around in his chair, and hiding his package behind his back. "I mean, there's no way Shades didn't blow one of his first missions. He's been kinda an ass lately anyways. Storm will cool him down."

"Yeah!" Jubilee supported brightly. "She'll dump some out-of-season snow on his head, and he'll grumble and then come back less of a grump. Works every time."

"Not this time," Bobby denied. "Nothing we do is gonna fix this."

"You're gonna eat those words," Kitty declared. "Right . . . about . . . now!"

"What are you talking about?" Bobby said tiredly. Sid turned to look over at Kitty's laptop screen and his jaw dropped. "No way!" he exclaimed. "Is that a —"

"Yup!" Kitty said with fierce pride, she typed in a line of code and then sat back as the blue bar on her computer began to fill. "Just like I thought — Xoric's security is weak on every level. All it took was getting into their server. No wonder they missed . . . what they missed." She swallowed, but then grinned again. "Let's see how useless we are when I've hacked into all of Xoric Industries emails — including Allen Feng's."

"What?" Bobby jumped off the table, followed closely by Jubilee and Piotr, and far less closely by Rogue. They all crowded around the laptop. "Are you serious?"

"I don't joke when it comes to my hacker brilliance," Kitty boasted primly, brushing aside her hair. "There's simply no need."

"So you have root access?" Sid questioned, wheeling in his chair so that he was touching hers.

"In a few minutes? Hell yeah," Kitty answered, devious and proud. "I call it WatchBot. In a few minutes I'll be able to access all of their documents, emails, chats in real time, where they'll be relayed to me as a third party."

"Boze moi," Piotr whispered, crossing his arms and furrowing his brow. "This is . . . something."

"How did you do it?" Sid asked excitedly, as Bobby strained his eyes, trying to track the email dump that was littering Kitty's screen with files.

"Kit?" Rogue asked from the back. "I hate to be the one who asks, but — is this legal?"

Kitty blinked. "Um . . . uh . . . _uh_ . . ."

"Uh-huh," Rogue responded wryly. "You got a way of siftin' through all those emails? Otherwise we're gonna be here a while."

"Yeah, there are a lot," Kitty said, clicking through some of the files popping up on her screen. "Gimme a sec, let me try and split screen it. Here." She played with the set-up of her illegally gained information, bringing up the emails as a series of headers. "Here." She clicked through a number of them, glancing at their contents.

"Stop," Bobby ordered. He pointed to an email with a watermark shaped like a fiery bird circling the globe at the very top. "That one. I know that one. Click it."

"What is it?" Jubilee questioned, as Piotr frowned more deeply.

"The sign for RRI — RedRunners International," Bobby supplied, as Kitty clicked on the email to expand it. "The private military security company. They were in the news two years ago, remember? There was going to be an expose on them, on their work in Chechnya and Syria. Friendly fire killing soldiers and civilian massacres. It was scrapped just a week before they were going to air it. No one ever got a hold of the footage."

Kitty frowned, and Rogue made a disgusted noise. Sid fell silent, staring at the screen darkly, before abruptly standing up, shoving his chair away and walking out. "Sid?" Kitty called. "Sid — what is it?" She got up to follow him, but Piotr put a gently warning hand on her shoulder. "Let him go, Katya," the Russian advised. "Ask him after some time."

"RE: Xoric Proposal," Bobby read off one email. "We cannot be certain of full cooperation. Success in the vote is influenced by a number of factors, including our willingness to bend over on the pork in the latest agricultural bill. Plus, they want to keep open the possibilities of working officially on the mutant problem."

"There it is," Rogue whispered out heavily. "Always."

"Click to the next one," Bobby instructed. Kitty brought up the next email, and he read it as everyone leaned in closely. "AB 279 success is contingent on ready product. Cannot propose without assurances of immediate implementation. Can you assure within the coming weeks?" Bobby gestured for Kitty to move to the next reply, and she quickly pulled it up, her fingers slipping on the mouse in overeagerness.

"Yes," Bobby read. "Product is already in initial stocking phase in Warehouse 217, S. West Street, Alexandria. Set up a time to view?"

"Next, next!" Jubilee urged. Bobby shook his head. "There isn't one. This is the last communication. And look at the date — two weeks ago, right before he was murdered."

"S. West Street, 217 Alexandria, Washington D.C.," Jubilee said. "Let me look that up, I think I can find a map." She sat down in one of the lab computers and brought up Google.

"Right." Rogue looked around at the others. "And then we're just gonna bring all this information to Ororo and Scott. Right?"

Kitty looked at Sid, who looked at Jubilee, who looked at Piotr, who looked to Bobby. Bobby looked over his shoulder at Rogue, his face half hidden behind his chair, blue eyes wide and blinking at her.

"Really?" Rogue said in disbelief to his silent plea. Kitty looked over her shoulder as well, Jubilee quickly turning to join her. "Oh come on," Rogue said, as Piotr rounded on her as well. "Why am I even friends with y'all?"

"Because you love us and we love you," Jubilee supplied, with a toothy smile. Rogue rolled her green-hazel eyes to the ceiling. "Right," Rogue muttered. "Gotta remind myself to stop doin' that."

S. West Street, Alexandria, Washington D.C.

The X-Men got off the bus quietly, emerging again into the capital streets. As a unit they moved to the edge of the nearest building, two blocks from their target. Once they were huddled together, Bobby removed his black hood.

"Okay," he said, looking over the other five. "This time? We go in with a plan."

Warehouse 217, Alexandria, Washington D.C.

Two cameras situated atop the front gate of Warehouse 217 faced outwards onto the darkened street. An unnatural chill ran through the cool spring air, frosting up the cameras entirely and hardening into a smooth sheen of ice.

Two minutes later, two guards emerged from behind the iron gate, flashlights searching the area. A tiny glowing ball, like a bit of a firecracker, rolled to the edge of the gate. One guard was bending down when it went off, blasting a hole in the iron. They jumped back, the taller of the guards lifting his walkie talkie to his ear. "Code 33—"

He never got to finish his sentence. The arms around his neck closing off his windpipe were firm, steady, inexorable. He reached up to grab for the face of his attacker, and felt his hands slide hideously against metal. The last thing he saw before losing consciousness was his compatriot also falling to his knees, held in a headlock by a female figure in black and green.

Bobby, watching the scene from his vantage point across the street, raised his fist in the signal. Kitty, Jubilee, and Sid ran with him in single file through the hole in the gate, to join Rogue and Piotr.

They exchanged a series of brief nods, to let each other know they had all accomplished their tasks. Sid then turned to the door from which the guards had emerged, locating the security panel. He made quick work of it, snipping and reattaching a few wires, so that no alarm would sound. He then turned and nodded to Kitty.

Kitty fingered the contraption on her wrist, Sid's gift resting heavily against her hand. He motioned for her to press the largest of the buttons on it, and she did so. Taking a deep breath, shivering at the odd sensation running from her wrist, up her arm, and down into her feet, she laid her hand against the door. For a few seconds nothing seemed to change. Then she saw the hardened metal seem to ripple, briefly. Steeling herself, she walked through it.

Sid turned to the others, who were staring at it uncertainly. He motioned them eagerly to step forward. Bobby blew out a stream of icy air, shook himself, and then walked at the metal purposefully. He closed his eyes at the last second. When he opened them, he was in darkness.

"Damn," he swore. "Tell me I'm not stuck in a wall."

He felt a hand on his shoulder. "No," Kitty assured, with a snort. "You wouldn't be able to breathe, Bobby, duh."

Bobby felt something else — two somethings — bump into him from behind. "I apologize," Piotr said thickly. "I cannot see."

"None of us can," Rogue said, a note of panic in her voice. "Nobody move, please."

Two more pairs of feet defied her request. "Whoa, dark," Sid said, and Bobby could practically hear the smile on his face. "I didn't know if the phase would hold for all of us."

"What?" Jubilee squeaked. "You said you were sure!"

"I said there was a . . . a eighty-nine percent chance of success," Sid replied. "You know, probabilities . . ."

"Jubilee," Bobby cut in authoritatively. "Can you give us some light?"

"Comin' up!" There was a crackling sound and then tiny balls of plasma scattered around the wide expanse, illuminating the giant warehouse long enough for Sid to find the panel controlling the lights. "These will burn out in a minute," Jubilee warned. "So be quick, double-time."

Bobby's eyes widened as he followed the rolling balls as they started to fizzle out. "Sid . . ."

"A minute man, gimme a minute," Sid called over his shoulder. "Just gotta— ah!" He pulled out two wires, crossed them and flipped a switch. "Now they won't even know the lights are on." He turned with a grin. "C'mon now, I told y'all you could trust . . ."

The warehouse was even bigger than it looked on the outside, it's floor depressed to make more room for its holdings. The giant metallic humanoid machines that lined up like a silent army needed a lot of space.

"No," Sid whispered. "No."

"So that's what the merchandise is," Bobby said, his blue eyes dulled and darkened. "These again."

"No. No, no, _NO!_" Sid screamed the last denial, whirling around and throwing his arms around his head. "No . . . no . . ."

Jubilee squinted at the words engraved on the heavy metal foot of the giant that had tried to kill them two years ago. "Sentinel 44532. This . . . this is a different one, I think. From . . . from the . . ."

Sid gave a strangled scream and went down to his knees. Rogue was standing perfectly still. "It's . . ." She breathed heavily. "God . . . it's a whole army. They're buildin' an army of 'em . . . to kill us."

"They can't!" Kitty turned away from the terrifying mechanical destroyers to stare furiously at Bobby. "You can't just — you can't just buy a private army to kill mutants!"

"It would seem they can," Piotr said, crossing his arms and covering his chin with one large hand. Kitty rounded on him now. "_No_, they _can't_!" she declared. "Maybe in _Russia_ they can, but _we're_ a democracy. They can't do this here!"

"Maybe — maybe not," Bobby said darkly. "Maybe not here. Maybe they're selling them for use overseas. A whole mutant killing arsenal available for any country, for anybody willing to pay. I doubt RedRunners cares who they sell to."

Sid pushed himself upright, ran at the leg of one of the beasts, and slammed his fist into it. The resounding bang echoed around the entire warehouse.

"Sid!" Jubilee scolded, covering her ears against the ringing. "You want to get us caught?"

Sid turned and Jubilee bit her tongue, seeing the tears streaking his face. "You know what they are?" he asked, his eyes dark, his teeth bared like a corned dog. "Do you know what they do?"

"We were there, Sid," Rogue said softly, finally speaking. "We all remember—"

"No, NO!" Sid shouted, his voice raw and vicious, choking out each word. "No you _don't_ remember. You _don't_ remember my uncle coming back from Iraq with shrapnel embedded so deep in his back he couldn't walk, because RedRunner security shot up his truck." He nodded wildly at the stunned looks of his friends. "Oh yeah. They thought he looked too Arab to be driving for the U.S. So they shot first, asked questions later. Except no one asked_ them_ any questions. None of _them_ went to jail. My uncle spent the rest of his life in a wheelchair, until he finally drank himself to death 'cause he couldn't pay his medical bills. And the guys who shot him? They got transferred to another goddamn location. And now — and now — now our country is gonna hand over all of this to them again. Now—"

The doors opened on the far end of the warehouse with a bang. Within seconds the red infrared lights targeted each of the young X-Men. "Freeze!" screamed the black suited men pointing the guns at them.

"Definitely," Bobby said. He fisted both his hands and then opened them to shoot out a spray of ice that shielded him, Kitty, Sid, and Jubilee. Piotr armed up, blocking the spray of bullets that they fired at him with biceps of literal steel. Rogue tried to dodge and took a bullet to her leg, shrieking more with anger than pain.

"Go, go, go!" Bobby shouted. They ran for the door nearest them, Piotr dragging Rogue to her feet and Sid and Jubilee reaching the door first. They were thrust back when it opened to reveal three more entirely black-clothed men, guns aimed. Bobby skidded, and Kitty grabbed his hand and phased them both just in time to avoid the first round of bullets. Bobby raised his hand to ice up the muzzles of their guns, and screamed when a bullet grazed his wrist, propelling him back. The red sights took aim again, he could feel it on his forehead. He tasted a sickening combination of despair and guilt at the thought that he had brought everyone to this. He closed his eyes so as not to see their end.

There were screams, and he winced, biting down on his tongue before it registered that they were not those of his friends. He opened his eyes to see two of the black-clad men fall to the ground, their weapons blasted from their hands by a known streak of red energy. A harsh wind forced the remaining men to their knees. Bobby drew in a deep breath as thick enveloping fog wrapped him and the others in its familiar arms. He could see nothing, but he didn't have to to recognize the hand on his arm pulling him up.

"Move," Scott ordered with a commanding tone, as around him Bobby heard the shrieks of men and the crackling of lightning. "Now."

**COMMERCIAL BREAK**

* * *

><p><span>Blackbird, Washington D.C.<span>

Scott paced the jet, refusing to even look at the young X-Men lined up on either side of him until Ororo cleared her throat. "Firstly," she stated. "It's important that you're all safe. We were very worried about you all—"

"Did you think we wouldn't find you?" Scott snapped, finally glaring at the teenagers. "The Professor knew you were gone minutes after you left—"

"Then why did you only get to us now?" Bobby challenged. Scott stiffened, angling himself slowly to face the young team leader. "Excuse me?"

"If the Professor knew, why didn't he tell you soon enough to catch us?" Bobby explained, meeting Scott's shaded gaze with head held high. "Why did he wait until we — oh, that's right — discovered exactly what Xoric and the senator were up to?"

"You know, maybe next time I'll wait longer before coming to save all your asses," Scott responded snidely. "You could have gotten yourselves killed. Again. Do you not understand that? What was I— what would we have said to your parents if you had ended up like Logan, huh? You all don't have healing factors!" He jerked his head from side to side to catch the eye of each young mutant.

"We were with Logan when we got attacked earlier," Kitty countered, now raising her head. "He couldn't predict or protect us from that. If we're gonna be X-Men, doesn't that mean we'll have to face danger, knowing what could happen?"

"You didn't know what could have happened!" Scott yelled, spittle flying from his lips. "You went in there with no backup, without telling us. You could have been killed, or worse, captured. You remember what that was like, don't you?"

"Hey, we got the information _you_ needed," Rogue snapped, her accent thickening as she folded her arms and tilted her head at their teacher. "If it wasn't for us, y'all wouldn't even know about them damn things!"

"And we had to act now!" Jubilee supported. "This isn't just Xoric! They're selling them to a private security company, Road Runner—"

"RedRunner," Sid spoke up at last, his head still down. Piotr put a hand on his shoulder.

"Right, them," Jubilee recovered. "And the deal was supposed to go down two weeks ago! We have to stop it!"

Scott and Ororo immediately locked eyes. "Feng's project with the senator," Scott said in rapid realization. "It _is_ about bringing new inventions to the developing world."

The whole plane grew blisteringly hot and then frigidly cold as Ororo's eyes flashed white. "We need to have a conversation with her," Ororo stated. "Now."

Home of Senator MacKenzie Forrest, Cathedral Heights, Washington D.C.

"Gerald, I would like to practice my speech before heading over," Senator MacKenzie Forrest called into her kitchen as she looked down at her phone. When no one responded she frowned, and walked through her empty kitchen to her pastel yellow living room. "Gerald? You— oh my God."

The plump, frizzy haired senator stopped in her tracks and threw a hand to her chest, cutting herself on the sharp gold pin on her red blazer. "You all— how did you get in here?" she demanded of the eight mutants staged around her lavish living room.

"A better question," Scott responded, red gleaming behind his shades. "Is _why_ are we here?"

"I have security," Senator Forrest said, with a nervous laugh. "They'll be here any . . ."

Sid raised the ripped off security panel so that she could see it, and then tossed it at the woman's feet. "No panic button's gonna get you outta this," he said in a voice half-dead.

"What . . ." The senator started to step backwards, her eyes scanning the room. "Gerald—"

Rogue and Piotr stepped apart from their position just behind the couch, revealing Gerald, silent and prone on the floor.

"_He's_ alive," Kitty said, with just enough emphasis on the first word to make the senator shiver. Senator Forrest swallowed hard. "What is it you — you—"

"Mutants?" Jubilee supplied.

"—_people_ want," the senator finished, her thin-skinned hands running up and down her pencil skirt.

"What is AB 279?" Bobby demanded.

"How do you know about that?" The senator asked, eyes moving rapidly over each of the X-men.

"You are not the one asking the questions," Ororo said with enough force to make the senator take a step back. Then the woman scowled at the weather powered mutant, and drew herself upright. "I am a democratically elected United States senator. And you are illegal trespassers demanding classified information."

"We're your concerned public, sugar," Rogue drawled, picking up a china kitten from the mantel above Forrest's wide hearth. She looked the woman dead in the eyes as she clenched her fist. It shattered, making the senator jump. "Unclassify it for us."

"It—" Senator Forrest swallowed. "It stands for Appropriations Bill 279. It's a big funding bill. It sets aside funds for the manufacture and deployment of specialized equipment and personnel for security purposes. Look, it's all very technical and tangled—"

"Yeah — it's_ technically_ about 'securing' giant metal death machines for the purpose of killing mutants," Jubilee said drily, crossing her arms and narrowing her eyes at the representative from D.C. "We got a look inside that warehouse. We know what it really means."

"Those aren't 'death-machines' they are specialized tactical—" Senator Forrest winced and made a frustrated noise. "Look, we're talking about specialized tactical equipment meant to help secure everyone. To make sure we could contain any major threats to a civilian population."

"Contain mutant threats you mean," Kitty practically spat. "To contain civilians who are mutants that you are afraid you can't control."

"This is obviously a very delicate subject," Senator Forrest said, raising a hand for calm. "One that gets people very touchy."

Bobby snorted. "Touchy. Right. How dare we be touchy about our government secretly building an army to kill us, right?"

"It's not an 'army' to just kill mutants," Senator Forrest asserted, finally seeming to find her ground. "God, it's just like Berkeley every day with you people. Everything is overdramatic and simplified for a catchy slogan or a hashtag you can milk for outrage. You can never understand the nuance of things. It's _about_ keeping all of us safe, about making sure we can have a society that functions. The Sentinel program would be applied judiciously. To be used only when all other methods have failed."

"Right," Bobby commented scathingly. "I'm sure a mercenary company like RedRunners International would be real _judicious_ about their application. How many Syrians did they say died in their judicious application of force two years ago? Forty? Fifty?"

Senator Forrest huffed a bitter, resigned laugh. "So that's what this is? That's why you left the message? To scare me off the vote?"

For the first time, the mutants appeared unsure to the senator. "What message?" Jubilee blurted out.

"The threatening graffiti on my walls, at Allen's home," Senator Forrest said. "Some warning from a hive? About anti-mutant activity being paid for with blood. Is that what you are? A hive?"

Scott turned to look at Bobby. "We'll find them," Bobby answered the unspoken demand. "We'll find all of them this time. We'll stop them."

"Was anyone else targeted?" Ororo asked the senator. Senator Forrest shook her head, brows furrowed, still clearly trying to follow what was going on. "No — not that — what are you, a rival radical group?"

"No," Scott asserted. "We're the sane and balanced ones. Be grateful we got to you first."

Washington Highlands, Ward 8, Washington, D.C.

The young X-men team surrounded the Hive apartment. Rogue covered the window on the left that might provide an exit, while Sid and Jubilee took the area under the fire escape. Bobby, Kitty, and Piotr faced the front door.

"Hive!" Bobby shouted. "C'mon. Time to come out and swarm." When there was no answer, he nodded to the others. They strode forward up the stairs. Kitty touched the door with her hand, Sid's gift humming on her wrist. The door reverberated, and Bobby, Piotr, and Kitty stepped through the no-longer solid wood.

"Oh God. Oh God."

Kitty watched for a moment, and then whirled around and fell to her knees, retching. Piotr scanned the house, running into the kitchen and up the stairs. "Nyet — nothing," he called down. "No one else. No . . ." He let the sentence go unfinished as he descended, looking to Bobby.

Bobby couldn't respond. His eyes watered, but he couldn't shut them. If he could shut them, the scene would go away, surely.

There was a smash to the right, as Rogue burst through the window. "Sorry, wasn't gonna wait, you—"

Rogue stumbled over one of the bodies, falling onto the red-soaked couch. "Oh my— no!"

Her shrieks brought Sid and Jubilee crashing into the room from the other side, Sid fumbling over the sink through the kitchen window. He and Jubilee rushed into the room, Jubilee's hands fizzling with energy. It died when she caught sight of the horror lying on the living room floor.

"Are they . . ." Jubilee tried to speak as Sid clutched at the nearest table, his knees shaking. "Are—"

"They're all dead," Bobby said. It was unnecessary — the bodies, what was left of them, were hard to miss. The members of the Hive were strewn over their living room, their faces mutilated, blood drying on TV and carpet. Several had limbs partially hacked off, and two had their eyes missing, but all were accounted for.

"How—" Piotr closed his eyes for a moment. When he opened them, his face was carefully controlled. "How did they die?"

"I . . . I don't . . . I don't . . ." Jubilee continued to whimper her confusion. Kitty dry-heaved again, and Sid slipped and fell on the linoleum of the kitchen floor.

Rogue pushed herself up off the red-skinned mutant, only a few years older than herself. His eyes were still open in death, his talons wet with blood. Her eyes tracked a crimson trail back to the female Hive member, whose body was covered in lacerations. "Bobby . . ." Rogue stepped backwards, blood dripping down her gloved hands. "I think . . . I think that one — killed her."

Bobby looked at Rogue, and then at the bodies she pointed towards. His blue eyes then searched out the tattooed mutant, whose chest bore a hole that seemed burned, or — "Blasted," he said aloud.

"What?" Jubilee asked, her voice pitched too loud, as if she had lost control of it.

"That one —" Bobby pointed to the female Hive member's mutilated corpse. "The one with the blue-energy type powers. I think she killed the leader. His chest, the burn . . . it looks like it was from one of his energy ball things. And that one—" He gestured to the spiked mutant, whose coffee skin was blackened with dried blood. "I think he was killed by the girl. Right before _she_ was killed by _him_." He nodded to the curly haired boy whose blood covered Rogue.

"So wait — they all just killed each other? All at once?" Sid spoke, from his position on the floor. "Why?"

Bobby shook his head. "I don't know. I . . . I just . . . I don't know."

Capitol Hill, Washington, D.C.

"So will I be billed for this time?" Senator Forrest asked Ororo and Scott as they reached their destination. The Senator had complained more vocally about them not using her limo with each step they'd taken, but Scott had held firm: so long as she was a target, they had to approach on foot. And so, after three hours, they had finally arrived at the center of their nation's legislative activity.

"Yes," Ororo replied dryly, as they wove between reporters and cars. "Consider it when you vote on the next mutant registration act they introduce."

"Is that your way of subtly bribing my vote?" Senator Forrest asked dryly.

"We're not the ones trying to ruin the process," Scott said pointedly. The Senator closed her eyes and sighed, with a wry smile. "The project . . . it was meant to help everyone. To handle a need for security without it becoming a public battle over whether it could be used against all mutants. To be used only for national security threats, mutant and human."

"Does it look like we're swallowing this line?" Ororo asked, her voice rife with disgust.

Senator Forrest sighed. "No. And with Feng killed and . . . I always had concerns. The Sentinel program was supposed to be at least under the oversight of the DOD, and it never was approved . . ." She wiped a hand across her forehead and looked evenly at both mutants. "It's done. With what happened to Allen and the breach at the facility you described — I'm thinking my vote will be a firm nay."

"Senator! Senator!" shouted a reporter who had recognized Forrest. Scott grabbed Ororo's arm and quickly pulled her back. "C'mon," he whispered, and together they melded into the crowd before reporters with cameras could spot them.

"Yes, yes, thank you," Senator Forrest said, waving her way up higher on the steps, the media crowding in below her. "Thank you!" She proceeded up the steps, elegantly ignoring the sea of reporters clamoring for a comment.

"Well, she found her footing quickly," Ororo commented. "Tells you something about politicians."

"Nothing we didn't already know," Scott said, finally cracking a grin as they turned away. "You know—"

There were a series of shrieks as one reporter surged forward, shoving others aside. Ororo and Scott turned around in time to see the hat fly off the head of the yellow-skinned mutant as he grabbed the senator. There was no time to react when the explosion hit, obliterating mutant and senator, and sending shock waves down the capitol steps.

Red King Club, Northeast Headquarters, Somewhere in New York City

The green skinned mutant walked down the dark, mahogany paneled hall, twirling his bejeweled cane between his fingers. He passed several doors, finally stopping at one emitting sounds of muffled laughter. He opened it and stepped into the rich circular room. Seated at the red velvet couch in the center was a sandy-haired, angular faced handsome man. He grinned at the mutant's arrival.

"Vincent!" the sharply handsome, somehow ageless looking-man said genially. "We've just been waiting for you to celebrate."

"It is done," Vincent stated, his fingers sliding along his cane. "Senator Forrest is dead, and the vote has been cast."

"Yes it has," stated the handsome man. "And that, my friends, is how you obtain a government contract."

"Was there any interference?" asked the coldly beautiful blonde seated beside the man. "You mentioned that rag tag team of mutant vigilantes had been sniffing around."

"They were unaware of my presence," Vincent promised. "They assumed the damage was due to the little militants we selected."

"Emma, Emma," the seated man crooned, patting the woman on her bare thigh. "You worry entirely too much. Here." He leaned forward and pulled a bottle of champaign from the ice bucket on the round table. "I want all three of us to toast." He poured three glasses, sliding one across the table to Vincent and passing one to Emma. He lifted his own. "My friends, my countrymen. To success, power, and glory — our own little piece of the American dream."

**END CREDITS**

**Promo for Next Week:** _When the X-Men are asked by S.H.I.E.L.D. to assist in bringing in members of a mutant/human trafficking ring formerly associated with Genosha, painful wounds are reopened. And with the return of two of their number, both Scott and Rogue must face head-on the secrets they have been hiding from their team._


End file.
